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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended Commission File
December 31, 2003 No. 0-1587

GNC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 75-1050549

(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)

8235 Douglas Ave., Suite 1201 Dallas,Texas 75225

(address of principal executive offices and zip code)

(214) 691-9436
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes__x__ No_____

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Outstanding at
Class December 31, 2003

Common Stock, $0.40 par value 5,203,706














GNC ENERGY CORPORATION

INDEX


Part I FINANCIAL INFORMATION Page No.


Consolidated Balance Sheets - December 31, 2003
and September 30, 2003.................................2 - 3

Consolidated Balance Sheets - March 31, 2003
and March 31, 2002.....................................4 - 5

Consolidated Statement of Operations - Three Months
Ended December 31, 2003 and September 30, 2003 .........6

Consolidated Statement of Operations - Nine Months
Ended December 31, 2003 and December 31, 2002..............7

Consolidated Statement of Changes in Stockholders'
Equity, (Deficit) - Three Months Ended
December 31, 2003..........................................9

Condensed Consolidated Statements of Changes in Financial
Position -Nine Months Ended December 31, 2003.............10


Part II OTHER INFORMATION

Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................................11



Signatures.....................................................12























PART I. FINANCIAL INFORMATION

GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


ASSETS

12-31-03 9-30-03
Current assets:
Cash $ - $ -
Prepaid Expenses/Deposits - 729
Inventory - -

Total Current Assets - 729

Property, Plant and Equipment
at Cost, substantially pledged:
Oil and Gas 0 0

Total Property, Plant & Equip. 0 0
Less Accumulated Depreciation,
Depletion and Amort. 0 0

Net Fixed Assets 0 0

Total Assets $ 0 $ 729


















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GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


LIABILITIES AND STOCKHOLDERS' EQUITY



12-31-03 9-30-03
Current Liabilities:

Accounts Payable 2,874,789 2,871,415
Accrued Expenses 2,011,726 2,011,726
Accrued Interest Expense 2,339,892 2,308,351

Total Current Liabilities $ 7,226,407 $ 7,191,492



Stockholders' Equity (Deficit):
Common Stock, $.40 par value
Authorized - 10,000,000 shares
Issued and outstanding -
5,203,706 shares in 2000
and 1999 2,081,482 2,081,482
Capital in excess of par value 17,000,421 17,000,421
Accumulated Deficit (26,308,310)(26,272,666)
Total Equity ( 7,226,407)( 7,190,763)

Total Liabilities and Equity $ 0 $ 729
















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GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


ASSETS

3-31-03 3-31-02
Current Assets:

Cash - -
Accounts Receivable - -
Recoverable Deposits - -
Prepaid Expenses - -

Total Current Assets - -

Property, Plant and Equipment
at Cost, Substantially Pledged:
Oil and Gas 0 0

Less Accumulated Depreciation,
Depletion and Amortization 0 0

Total Fixed Assets 0 0


Total Assets $ - $ -






















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GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


LIABILITIES AND STOCKHOLDERS' EQUITY



3-31-03 3-31-02
Current Liabilities:
Accounts Payable 2,863,044 2,995,184
Accrued Expenses 2,011,726 2,011,726
Accrued Interest Expense 2,245,271 2,312,554

Total Current Liabilities 7,120,041 7,319,464



Stockholders' Equity (Deficit):
Common Stock, $.40 par value
Authorized - 10,000,000 shares
Issued and Outstanding -
5,203,706 Shares in 2000
and 1999 2,081,482 2,081,482
Capital in Excess of Par Value 17,000,421 17,000,421
Accumulated Earnings(Deficit) (26,201,944)(26,401,367)

Total Equity ( 7,120,041)( 7,319,464)

Total Liabilities and Equity $ 0 $ 0


















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GNC ENERGY CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)


Three Months Ended
12-31-03 9-30-03

Net Sales 0 0

Cost and Expenses:
Cost of Sales 100 0
General and Administrative 4,004 3,512
Depreciation, Depletion, and
Amortization 0 -

Total Oil/Gas Operating Expenses 4,104 3,512

Income (Loss) from Operations ( 4,104) ( 3,512)

Other Income
Extraordinary Income 0 -

Other Expenses
Interest, Net 31,541 31,541
Extraordinary Expenses - -
Property Taxes - -

Other Income(Loss) ( 31,541) ( 35,053)

Net Gain(Loss) $( 35,645) $(35,053)


Gain(Loss) per Share $ (.007) $ (.01)

Weighted Average Shares Outstanding 5,203,706 5,203,706













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GNC ENERGY CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

Nine Months Nine Months
Ended Ended
12-31-03 12-31-02

Net Sales 0 0
Cost and Expenses:
Cost of Sales/Lease Rentals - 308
General and Administrative 7,641 9,969
Depreciation, Depletion and
Amortization 0 0


Total Operations Expenses 7,641 10,277

Income(Loss) from Operations ( 7,641) ( 10,277)


Other Income
Extraordinary Income - 283,613



Other Expenses
Interest, Net 63,080 95,866
Extraordinary Loss - -
Misc. Taxes - 107
Miscellaneous - -
Other Income(Loss) (63,080) 187,640

Net Gain (Loss) (70,721) 177,363

Gain (Loss) per Share (.01) .03

Weighted Average Shares Outstanding 5,203,706 5,203,706












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GNC ENERGY CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)


Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit__


Balance 9/30/03 5,203,706 2,081,482 17,000,421 (26,272,666)
Net Loss - - - (35,645)

Balance 12/31/03 5,203,706 2,081,482 17,000,421 (26,308,311)































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GNC ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(UNAUDITED)

Three Months Three Months
Ended Ended
12-31-03 9-30-03

Financial resources were applied to:
Net Gain(Loss) (35,645) (35,052)
Lease & Well Equipment


Items not affecting working
capital:

Depreciation, Depletion, and
Amortization - -

Increase(Decrease) in working capital (35,645) (35,052)




Changes in elements of working capital

Cash - -
Accounts receivable - -
Other current assets (729) 729

Decrease (Increase) in accounts
payable and accrued expenses (34,916) (35,781)

Increase (Decrease) in
working capital $ (35,645) $ (35,052)














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GNC ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(UNAUDITED)

Nine Months Nine Months
Ended Ended
12-31-03 12-31-02

Financial resources were applied to:
Net Gain(Loss) (106,366) 177,362
Lease & Well Equipment

Items not affecting working

capital:

Depreciation, Depletion, and

Amortization 0 0

Increase(Decrease) in working capital (106,366) 177,362


Changes in elements of working capital

Cash - -
Accounts receivable - -
Other current assets - 682

Decrease (Increase) in accounts
payable and accrued expenses (106,366) 176,680

Increase (Decrease) in
working capital $ (106,366) $ 177,362













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GNC ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to present
fairly the financial position as of December 31, 2003. We are continuing to
work with our creditors to attempt to achieve a plan of reorganization
without bankruptcy.

2. The results of operations for the three-month period and nine-month
periods ended December 31, 2003, are not necessarily indicative of the results
to be expected for the full year. For further information, refer to the
consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended March 31,
2003.




MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION


Income Taxes - No provisions were made for the period ended December 31,
2003, since the Company has unused deductions for financial statement purposes.


















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GNC ENERGY CORPORATION




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act

of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.


GNC ENERGY CORPORATION
(Registrant)



By:______________________
W. H. Hudson
President and
Chief Financial Officer

February 12, 2004
















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