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     BALLY TOTAL FITNESS HOLDING CORPORATION


   
Operating Stategies
In October 1996, Lee S. Hillman was named President and Chief Executive Officer of the Company. This completed the transition of senior management of the Company from predominantly marketing oriented managers, including the original founders of the Company, to managers with a more financial and operational orientation. The new management team quickly implemented a business strategy designed to improve the operating results of the Company. These efforts have contributed to recent increases in revenues and operating income, although the Company reported a loss before extraordinary item of $23.5 million for the year ended December 31, 1997. During 1997, management developed and began implementing five strategies to improve the underlying operations and the financial performance of the Company. These strategies have already favorably impacted the Company's financial results and management is committed to furthering their implementation. Emphasize the Sale of All-Club Membership Plans -- Prior to a public offering of 8,000,000 shares of common stock, $.01 par value per share (the "Common Stock") in August 1997 which provided net proceeds of $88.4 million to the Company (the "1997 Stock Offering"), the Company managed its commission structure to emphasize the sale of paid-in-full membership plans to generate immediate cash for short-term liquidity at the expense of longer-term financial returns. The 1997 Stock Offering provided additional working capital, allowing the Company to emphasize the sale of all-club membership plans, which are typically financed, rather than single-club membership plans. In 1997, this new emphasis contributed to an 18% increase in the weighted-average price of memberships sold to approximately $970 from approximately $820 in 1996. Management believes that it can continue to increase new member revenues through an emphasis on financed membership plans. Upgrade and Expand Fitness Centers -- Using a portion of the net proceeds from the 1997 Stock Offering and cash flow from operations, the Company has begun to expand and upgrade its existing facilities and equipment in order to increase its membership base and more effectively capitalize on its streamlined
    marketing and administrative functions. The        
    Company has budgeted approximately                 
    $15 million for this initiative (over and above
    normal maintenance capital expenditures), most     
    of which has been spent or committed.              
                                                   
    Increase Dues Revenues -- The Company             
    believes that its dues are substantially less than
    those charged by its competitors and that it can
    continue to increase dues for its members who      
    are beyond their initial financing period without
    any material loss in membership. In addition,      
    the Company has reduced promotions which           
    discounted or waived dues. In 1997, these          
    initiatives contributed to an increase in dues     
    collected of approximately $11.2 million, or 6%,
    over 1996. Management believes that it can         
    continue to raise the dues charged to its          
    members at a rate consistent with past periods.
                                                   
     Improve Collections on Financed Contracts --      
    The Company is maintaining its focus on            
    increasing downpayments on financed                
    membership plans and securing payments by          
    electronic funds transfer ("EFT"), which the       
    Company's experience has shown results in          
    higher quality receivables. This effort yielded an
    increase of 11% in the average down payment,       
    from $73 in 1996 to $81 in 1997. In addition to
    seeking higher down payments, the Company          
    continues to develop improved collection           
    practices based on information provided by         
    "credit scoring" and behavioral modeling, which
    management believes will also improve the yield
    from the receivables portfolio.                    
                                                   
    Continue to Leverage Fixed Cost Base -- A         
    significant percentage of the Company's            
    operating costs are fixed in nature, both in       
    terms of fitness center operations and member      
    processing and advertising. Over the past          
    several years, the Company has significantly       
    reduced these operating costs through              
    aggressive cost management. As the Company         
    pursues its growth strategies described below,     
    management will seek to leverage the               
    Company's fixed cost base to improve operating     
    margins.

      
Growth Opportunities
In order to build upon the improved core operations and accelerate the growth of the Company's business, management has identified the following external growth opportunities:



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