SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant  [ ]
Filed by a Party other than the Registrant  [X]

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[ ]   Preliminary Proxy Statement     [ ]  Confidential, for use of the
                                           Commission only (as permitted by
                                           Rule 14a-6(e)(2))

[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[X]   Soliciting Material Under Rule 14a-12

                     Bally Total Fitness Holding Corporation
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                (Name of Registrant as Specified in Its Charter)


                          Liberation Investments, L.P.
                          Liberation Investments Ltd.
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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Contact:
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
(310) 479-3434

         LIBERATION INVESTMENTS TO SUBMIT SHAREHOLDER PROPOSALS AT BALLY
                    TOTAL FITNESS CORPORATION ANNUAL MEETING

Los Angeles, CA - June 8, 2004 - Investment funds Liberation Investments, L.P.
and Liberation Investments Ltd. announced today that they have notified Bally
Total Fitness Holding Corporation (NYSE: BFT) of their intention to submit
certain governance proposals for approval at the Company's July 29, 2004 Annual
Meeting of Stockholders. The proposals relate to: (i) separation of the offices
of Chief Executive Officer and Chairman of the Board, (ii) removal of the
Company's stockholder rights plan, (iii) declassification of the Company's board
of directors, and (iv) adoption of a mandatory retirement age for directors at
75 years old. The Liberation funds own approximately 5.81% of the company's
outstanding shares.

Liberation Investments, L.P. and Liberation Investments Ltd. are private
investment funds managed by Liberation Investment Group LLC. Emanuel R. Pearlman
is the majority member and general manager of Liberation Investment Group LLC,
and as such may be deemed to be the beneficial owner of the shares of Bally
Total Fitness owned by the Liberation funds.

The Liberation funds intend to file a proxy statement and other relevant
documents with the SEC in support of the proposals. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be
able to obtain the documents free of charge at the website maintained by the SEC
at www.sec.gov. The Liberation funds and Mr. Pearlman may be deemed to be
participants in the solicitation of proxies from the stockholders of Bally Total
Fitness in connection with the annual meeting. Information about these
participants and their ownership of Bally Total Fitness shares can be found in
the Liberation funds Schedule 13D filings with the SEC and will be set forth in
the proxy statement filed by the Liberation funds with the SEC. Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement when it becomes available.