Edgar Filing: BALLY TOTAL FITNESS HOLDING CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LIBERATION INVESTMENT GROUP LLC

2. Issuer Name and Ticker or Trading Symbol
BALLY TOTAL FITNESS HOLDING CORP [BFT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

330 MADISON AVE., 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2006

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	08/11/2006		P		200	A	$ 2.65	4,419,650	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		9,600	A	$ 2.67	4,429,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		200	A	$ 2.68	4,429,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		4,000	A	$ 2.69	4,433,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		1,000	A	$ 2.7	4,434,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		1,900	A	$ 2.74	4,436,350	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		3,100	A	$ 2.75	4,439,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		200	A	$ 2.7592	4,439,650	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		25,300	A	$ 2.76	4,464,950	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		900	A	$ 2.7696	4,465,850	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		23,600	A	$ 2.77	4,489,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		5,000	A	$ 2.78	4,494,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		2,400	A	$ 2.79	4,496,850	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		12,600	A	$ 2.8	4,509,450	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	08/11/2006		P		2,000	A	$ 2.82	4,511,450	I	See footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LIBERATION INVESTMENT GROUP LLC 330 MADISON AVE., 6TH FLOOR NEW YORK, NY 10017		X

Signatures

/s/ Emanuel R. Pearlman (3)		08/14/2006
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman (4)		08/14/2006
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman (5)		08/14/2006
^**Signature of Reporting Person		Date
/s/ Emanuel R. Pearlman		08/14/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This is a joint filing by Liberation Investments, L.P. ("LILP"), Liberation Investments Ltd. ("LILtd"), Liberation Investment Group, LLC ("LIGLLC") and Emanuel R. Pearlman (collectively, the "Reporting Persons"). LIGLLC is the designated filer. LILP directly owns 2,978,213 shares of common stock and LILTD directly owns 1,606,237 shares of common stock. LIGLLC, as the sole general partner of LILP and the sole investment advisor to LILTD, may be deemed to beneficially own 4,584,450 shares of common stock. Mr. Pearlman directly owns 35,000 shares of common stock and, as the General Manager, Chairman and Chief Executive Officer of LIGLLC, may be deemed to beneficially own 4,619,450 shares of common stock. (continued in footnote 2)
(2)	(continued from footnote 1) The Reporting Persons are filing this joint Form 4 because they may be regarded as a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons constitute a group.
Remarks: (3) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole general partner of LILP. (4) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC, the sole investment advisor to LILtd. (5) Mr. Pearlman is signing in his capacity as General Manager, Chairman and Chief Executive Officer of LIGLLC.

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