SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-3

FOR APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

(Name of Applicant)

(Address of principal executive office)

Title of Class		Amount
15-5/8% Senior Subordinated Notes		$200,000,000

     On, or as soon as practicable following the Effective Date of the Applicant’s First Amended Joint Prepackaged Chapter 11 Plan of Reorganization.

(Name and address of agent for service)

With a copy to:

     The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effective date until: (i) the 20^th day after the filing of a further amendment which specifically states that it shall supersede this amendment or (ii) such date as the Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon the written request of the obligor.

 

 

EXPLANATORY NOTE

     This Amendment No. 1 to Application for Qualification of Indenture on Form T-3 is being filed solely for the purpose of adding the delaying amendment language to the facing page of the Application for Qualification of Indenture on Form T-3 No. 022-28845, which was filed on August 22, 2007.

SIGNATURES

     Pursuant to the requirements of the Trust Indenture Act, the Company, Bally Total Fitness Holding Corporation, a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and their seal to be hereunto affixed and attested, all in the city of Chicago, and State of Illinois, on this 6^th day of September, 2007.