Independent Directors of Bally Total Fitness Adopt Short-Term Stockholder Rights Plan

Bally Total Fitness Holding Corporation, (NYSE: BFT), announcedtoday that its independent Directors have implemented a StockholderRights Plan designed to preserve the rights of all shareholders and toensure investors realize the long-term value of their investment inBally. The Board has been discussing the Rights Plan with its advisorsfor some time and approved its adoption subject to obtaining consentfrom the Company's lenders, which has now been obtained. The RightsPlan is being adopted in light of the significant accumulations ofshares in recent months, and is not a response to any proposedtakeover or other transaction. The adoption of the Rights Plan willnot foreclose a fair acquisition bid for Bally Total Fitness or anyother capital transaction, nor will it preclude any shareholder'sability to nominate directors.

Under the Company's Stockholder Rights Policy, the Rights Planwill expire if it is not approved by shareholders prior to July 15,2006, although it can be redeemed or terminated sooner by the Company.In the interim, this plan is intended to prevent an outside party fromattempting to acquire the Company or its equity at prices that may notreflect Bally's true long-term value.

The Board of Directors believes the Rights Plan will help create alevel playing field, allowing all investors to make informed decisionsbased on greater visibility into the Company's operational andfinancial performance. The Rights Plan provides prudent protection andis particularly important at this time because Bally's financialstatements for the first nine months of 2005, the year ended December31, 2004 and for the prior years that are being restated, have not yetbeen issued. The Board of Directors believes shareholders should haveand review such financial information before evaluating proposals fromthe Company or third parties.

Details of the Rights Plan

In connection with the Rights Plan, the Bally Board of Directorsdeclared a dividend of one Preferred Share Purchase Right for eachoutstanding share of Bally common stock. The Rights distribution willbe payable to shareholders of record on October 31, 2005. The Rightsdistribution is not taxable to shareholders. After a triggering event,including a person or group acquiring 15% or more of Bally's commonstock, the Rights provide shareholders (excluding the acquiringperson) the ability to purchase one one-thousandth of a share of newlycreated Series B Junior Participating Preferred Stock of Bally at anexercise price of $13. The Bally Board will be entitled to redeem theRights at $0.001 per Right at any time before a person has acquired15% or more of the outstanding common stock.

Should a person or group acquire more than 15% of the Company'scommon stock, each Right will entitle its holder to purchase, at theRight's then-current exercise price and in lieu of receiving shares ofpreferred stock, a number of common shares of Bally having a marketvalue at that time of twice the Right's exercise price. In the sameregard, the Rights of the acquiring person or group will become voidand will not be exercisable. If Bally is acquired in a merger or otherbusiness combination transaction not approved by the Board ofDirectors, each Right will entitle its holder to purchase, at theRight's then-current exercise price and in lieu of receiving shares ofpreferred stock, a number of the acquiring company's common shareshaving a market value at that time of twice the Right's exerciseprice.

The Rights Plan will terminate on July 15, 2006 unless theissuance of the Rights is ratified by Company shareholders prior tothat time. The Board of Directors presently intends to submit theRights Plan to shareholders for ratification prior to July 15, 2006,unless previously redeemed, exchanged or otherwise terminated. If theshareholders ratify the Rights at that meeting, the expiration datewill be October 18, 2015, subject to shareholder ratification everysubsequent two years no later than July 31st of the applicable yearbeginning 2008. In 2004, in connection with redeeming its 1996 rightsplan, Bally agreed with shareholders to adopt a Rights Policy givingit the ability to implement a new Rights Plan without priorshareholder approval if the Independent Directors on the Boarddetermine the delay attendant to prior shareholder approval of theRights Plan is not in the best interests of the Company's shareholdersand the Rights Plan is submitted to a vote of shareholders on thelater of its next annual meeting date or 270 days after adoption.

About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercialoperator of fitness centers in the U.S., with approximately fourmillion members and nearly 440 facilities located in 29 states,Mexico, Canada, Korea, China and the Caribbean under the Bally TotalFitness(R), Crunch Fitness(SM), Gorilla Sports(SM), PinnacleFitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R)brands. With an estimated 150 million annual visits to its clubs,Bally offers a unique platform for distribution of a wide range ofproducts and services targeted to active, fitness-conscious adultconsumers.

Forward-looking statements in this release including, withoutlimitation, statements relating to the Company's plans, strategies,objectives, expectations, intentions, and adequacy of resources, aremade pursuant to the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statementsinvolve known and unknown risks, uncertainties, and other factors thatmay cause the actual results, performance or achievements of theCompany to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking statements. These factors include, among others, thefollowing: the possible accumulation of additional shares by existingsignificant shareholders or by others; other efforts by existingshareholders or others to gain influence or control over Bally;existing or other potential litigation initiated by shareholders orothers; possible litigation by Bally if shareholders or others makeproposals or statements which Bally does not believe to be fair oraccurate or in the best interests of its other shareholders; thecompletion and audit of Bally's 2004 financial statements and thecompletion of Bally's financial statements for the first and secondquarters of 2005, including the effect of this or any further delays;and other factors described in prior filings of the Company with theSecurities and Exchange Commission.