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SCHEDULE 14A

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement		Confidential, for Use of the Commission Only       (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement   Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

BALLY TOTAL FITNESS HOLDING CORPORATION

Payment of Filing Fee (Check the appropriate box):  __________________________________________________

	No fee required.

   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1) Title of each class of securities to which transaction applies:   _____________________________________

      (2) Aggregate number of securities to which transaction applies:  _____________________________________

 

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):  _______________ ______________________________________________________________________________________

      (4) Proposed maximum aggregate value of transaction:  ____________________________________________

      (5) Total fee paid:   _________________________________________________________________________

   Fee paid previously with preliminary materials.

 

	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing    for which the offsetting fee was paid previously. Identify the previous filing by registration statement number,    or the Form or Schedule and the date of its filing.

      (1) Amount Previously Paid:  __________________________________________________________________

      (2) Form, Schedule or Registration Statement No.:   ________________________________________________

      (3) Filing Party:  ____________________________________________________________________________

      (4) Date Filed:   _____________________________________________________________________________

BALLY TOTAL FITNESS HOLDING CORPORATION

Notice of Annual Meeting of Stockholders

      The annual meeting of stockholders of Bally Total Fitness Holding Corporation will be held at 9:00 a.m. (local time) on June 8, 2001 at Bally’s new fitness center located at 250 Yonge Street, Toronto, Ontario, Canada M2P 1R4 for the following purposes:

 

	1.	The election of two Class II directors for three-year terms expiring in 2004; and
	2.	Such other business as may properly come before the annual meeting or any adjournment thereof.

      Stockholders of record as of the close of business on April 12, 2001 will be entitled to notice of and to vote at the annual meeting and any adjournment thereof. The transfer books will not be closed.

      The board of directors of Bally desires to have the maximum stockholder representation at the annual meeting and respectfully requests that you execute, date and return promptly the enclosed proxy card in the postage-paid envelope provided. In order to attend the annual meeting, you must bring the enclosed entrance pass with you. No one will be admitted without the entrance pass.

 

	By order of the board of directors,
	Cary A. Gaan, Secretary

Chicago, Illinois
April 13, 2001

YOUR VOTE IS IMPORTANT!

PLEASE EXECUTE, DATE AND RETURN PROMPTLY THE ENCLOSED

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BALLY TOTAL FITNESS HOLDING CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

      This proxy statement is furnished in connection with the solicitation of proxies on behalf of the board of directors of Bally for use at the annual meeting of stockholders to be held on June 8, 2001, at Bally’s new fitness center located at 250 Yonge Street, Toronto, Ontario, Canada M2P 1R4, at 9:00 a.m. (local time) and at any adjournment or postponement of the meeting. This statement and the accompanying proxy, together with our annual report to stockholders for the fiscal year ended December 31, 2000, are being mailed to stockholders beginning on or about April 13, 2001.

ABOUT THE MEETING

What is the Purpose of the Annual Meeting?

      At the annual meeting, stockholders will elect one class of directors and act upon anything else that properly comes before the meeting. In addition, after the meeting, management will report on our performance during fiscal 2000 and respond to questions from stockholders.

Who is Entitled to Vote?

      Only stockholders of record at the close of business on the record date, April 12, 2001, are entitled to receive notice of the annual meeting and to vote the shares of common stock that they held on that date at the meeting or any postponement or adjournment of the meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted upon.

Who Can Attend the Meeting?

      All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Registration will begin at 8:00 a.m. In order to attend the annual meeting, you must bring your entrance pass.

What Constitutes a Quorum?

      The presence at the meeting, in person or by proxy, of the holders of a majority of the common stock outstanding on April 12, 2001 will constitute a quorum, permitting the meeting to conduct its business. As of the record date, 28,867,386 shares of common stock were outstanding. Proxies received but marked as

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How Do I Vote?

      If you complete and properly sign the accompanying proxy card and return it to LaSalle Bank N.A., our transfer agent and registrar, it will be voted as you instruct on the proxy card. If you attend the meeting, you may deliver your completed proxy card in person, or you may vote in person. You may also vote via the Internet by accessing the World Wide Web site http://www.eproxyvote.com/bft or by touch-tone telephone by dialing 1-866-207-3912 and following the instructions. You may vote via the Internet or telephone anytime prior to 11:59 p.m. June 7, 2001. At the meeting, the results of stockholder voting will be tabulated by LaSalle Bank N.A., the independent inspector of elections appointed by Bally for the meeting.

Can I Change My Vote or Revoke My Proxy After I Return My Proxy Card?

      Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of Bally either a notice of revocation or a duly executed proxy bearing a later date. If you vote in person at the meeting, your proxy will be revoked. However, attendance at the meeting will not by itself revoke a previously granted proxy.

What Are the Board’s Recommendations?

      Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote:

           FOR election of the nominees for Class II Directors (see page 3).

      With respect to any other matters that properly come before the meeting, the proxy holders will vote using their own discretion.

What Vote is Required to Approve Each Item?

 

	•	Election of Directors. The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote on the election of directors is required for the election of directors. A properly executed proxy marked “WITHHOLD ALL” with respect to the election of one or more directors will not be noted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.
	•	Other Items. For each other item, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the item will be required for approval.

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ELECTION OF DIRECTORS AND SECURITY OWNERSHIP

      At the annual meeting, two Class II directors are to be elected to serve for three-year terms expiring in 2004 or until their successors have been duly elected and qualified. Set forth below are the names of, and certain information with respect to, the persons nominated by the board of directors for election as Class II directors. It is intended that all duly executed or duly tendered proxies in the accompanying form will be voted for the election of such nominees (or such substitute nominees as provided below), unless such authorization has been withheld.

      Authority granted to the persons named in the proxy to vote for nominees is limited to the two nominees proposed by the board of directors and named below, and proxies cannot be voted for a greater number of persons than the number of nominees named. The board of directors is not aware that either of the nominees will be unavailable for service at the date of the annual meeting. If, for any reason, either of the nominees becomes unavailable for election, an event which is not presently anticipated, discretionary authority may be exercised by the persons named in the proxy to vote for substitute nominees proposed by the board of directors.

      In general, “beneficial ownership” includes those shares a stockholder has the power to vote or transfer and stock options or warrants that are exercisable currently or within 60 days. Unless otherwise indicated, all information with respect to ownership of common stock is as of March 31, 2001. On March 31, 2001, Bally had outstanding 28,588,886 shares of common stock. The Common Shares Owned column includes, in certain circumstances, shares of common stock held in the name of the director’s or executive officer’s spouse, minor children, or relatives sharing the director’s or executive officer’s home, the reporting of which is required by applicable rules of the Securities and Exchange Commission, but as to which shares of common stock the director or executive officer may have disclaimed beneficial ownership. As used in the following tables, an asterisk in the Percentage of Outstanding Stock column means less than 1%.

Nominees

CLASS II

Term Expiring in 2004

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Directors Continuing in Office

CLASS III

Term Expiring in 2002

CLASS I

Term Expiring in 2003

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Named Executive Officers and Certain Other Beneficial Owners

 

(1)	Represents a beneficial owner of more than 5% of the common stock based on the owner’s reported ownership of shares of common stock in filings made with the Securities and Exchange Commission pursuant to Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. Information with respect to each beneficial owner is generally as of the date of the most recent filing by the beneficial owner with the Commission and is based solely on information contained in such filings.
(2)	Morgan Stanley Dean Witter & Co. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Miller Anderson & Sherrerd, LLP is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Accounts managed on a discretionary basis by Miller Anderson & Sherrerd, LLP, a wholly owned subsidiary of Morgan Stanley Dean Witter & Co., are

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	known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities. No account holds more than 5% of the class.
(3)	Janus Capital Corporation is a registered investment adviser which furnishes investment advice to several investment companies registered under Section 8 of the Investment Company Act of 1940 and individual and institutional clients. These investment companies and other clients hold the shares of common stock that are reported in this chart. Janus Capital may be deemed to be the beneficial owner of common stock held by these investment companies and clients but disclaims any ownership of the common stock. Mr. Bailey owns approximately 12.2% of Janus Capital and serves as its President and Chairman of the Board. Mr.  Bailey may be deemed to be the beneficial owner of common stock held by the investment companies and other clients of Janus Capital but disclaims any ownership of the common stock. Janus Special Situations Fund is an investment company registered under the Investment Company Act of 1940 and is one of the investment companies to which Janus Capital renders advice. Janus Special Situations Fund beneficially owns 1,707,700 shares.
(4)	Liberty Acorn Trust is an Investment Company under section 8 of the Investment Company Act of 1940. WAM is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940; WAM Acquisition GP, Inc., is the General Partner of the Investment Adviser. Liberty Acorn Trust beneficially owns 1,583,000 shares.
(5)	Highfields Capital Management LP is an Investment Manager to Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd. (collectively, the “Funds”). Highfields GP LLC is the General Partner of Highfields Capital Management LP. Jonathon S. Jacobson and Richard L. Grubman are Managing Members of Highfields GP LLC. The shares are directly owned by the Funds. No Fund holds more than 5% of the class.

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INFORMATION RELATING TO THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD

      The board of directors held five meetings during 2000. Each director attended at least 75% of the aggregate number of meetings of the board of directors and all committees on which the director served during 2000, except Liza Walsh who attended five of nine meetings.

      The board of directors has established an executive committee, an audit committee, a compensation committee and a nominating committee. The general functions of such committees, the identity of each committee member and the number of committee meetings held by each committee during 2000 are set forth below.

Executive Committee

      The current members of the executive committee are Mr. Hillman and Mr. Looloian. The executive committee is granted all the powers and rights necessary to exercise the full authority of the board of directors in the management of the business and affairs of Bally when necessary between meetings of the board of directors. The executive committee held one meeting during 2000.

Audit Committee

      The current members of the audit committee are Mr. Looloian (Chairman), Mr. Lewis and Dr. McAnally. During the year, the Board examined the membership of the Audit Committee in light of the adoption by the New York Stock Exchange of rules governing audit committees. Based upon this examination, the Board confirmed that all members of the Audit Committee are “independent” within the meaning of the Exchange’s rules. The functions of the Audit Committee are described elsewhere herein under the heading “Report of the Audit Committee”. The audit committee held four meetings during 2000.

Compensation Committee

      The current members of the compensation committee are Ms. Walsh (Chairman), Mr. Lewis and Dr. McAnally. The compensation committee is authorized and directed to (i) review and approve the compensation and benefits of Bally’s executive officers, (ii) review and approve the annual salary plans, (iii) review management organization and development, (iv) review and advise management regarding the benefits, including bonuses, and other terms and conditions of employment of other employees, (v) administer Bally’s 2000 Bonus Plan, Bally’s 1996 Long-Term Incentive Plan, Bally’s 1996 Non-Employee Directors’ Stock Option Plan and any other plans that may be established, and (vi) review and recommend for the approval of the board of directors the compensation of directors. The compensation committee held four meetings during 2000.

Nominating Committee

      The current members of the nominating committee are Mr. Hillman and Mr. Lewis. The general functions of the nominating committee include recommending to the board of directors nominees for election as directors, consideration of the performance of incumbent directors in determining whether to nominate them for reelection and making recommendations with respect to the organization and size of the board of directors and its committees. The nominating committee did not hold any meetings during 2000.

      The nominating committee will consider nominees recommended by stockholders. A recommendation will be considered if submitted in writing addressed to Bally in care of “Nominating Committee,” accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information, and a written indication of the consent of the proposed nominee. Candidates for nomination as director are considered on the basis of their broad business, financial and public service experience, and should not represent any particular constituency, but rather the stockholders generally. The nominees should be highly regarded for capability and integrity within their fields or professions. In addition, the activities or associations of the nominees should not constitute conflicts of interest or legal impediments that might

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Compensation of Directors

      Members of the board of directors who are also employees of Bally do not receive any additional compensation for service on the board of directors or any committees of the board of directors. Members of the board of directors who are not employees of Bally presently receive an annual retainer of $30,000 plus a $2,000 stipend for each board of directors meeting attended. Non-employee directors presently receive additional stipends for service on committees of the board of directors of $1,000 per year for committee members and $2,000 per year for committee chairmen. Also, pursuant to Bally’s 1996 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”), each non-employee director of Bally is granted an option to purchase 5,000 shares of common stock upon the commencement of service on the board of directors, with another option to purchase 5,000 shares of common stock granted on the second anniversary thereof. Additional grants of Options may be made from time to time pursuant to the Directors’ Plan. Options under the Directors’ Plan are generally granted with an exercise price equal to the fair market value of the common stock at the date of grant. Option grants under the Directors’ Plan become exercisable in three equal annual installments commencing one year from the date of grant and have a 10-year term. Under the Directors’ Plan, each of the non-employee directors of Bally was granted options to purchase 5,000 shares of common stock in January 1996, January 1998 and December 2000.

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COMPENSATION OF EXECUTIVE OFFICERS

      The following table sets forth, for each of the years indicated, the compensation paid by Bally to its Chief Executive Officer during 2000, and the four other most highly compensated executive officers of Bally as of December 31, 2000 (collectively, the “Named Executive Officers”). During these years, the Named Executive Officers were compensated in accordance with the plans and policies of Bally. All references to securities in the following table relate to awards of options to purchase common stock.

Summary Compensation Table