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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 June 30, 2004 Commission File No. 0-1587


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


DELAWARE 75-1050549

(State or other jurisdiction of (I.R.S. Employer Identification 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 June 30, 2004

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











GNC ENERGY CORPORATION

INDEX

Part I Financial Information: Page No.


Consolidated Balance Sheets - June 30, 2004
and March 31, 2004....................................... 3

Consolidated Statement of Operations - Three Months
Ended June 30, 2004 and June 30, 2003.................... 5

Consolidated Statement of Changes in Stockholders'
Equity, (Deficit) - Three Months Ended June 30, 2004..... 6

Condensed Consolidated Statements of Changes in
Financial Position - Three Months Ended June 30, 2004.... 7

Notes to Consolidated Financial Statements.................... 8

Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 9


Part II Other Information:

Item 6. Exhibits and Reports on Form 8-K..................... 10























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PART I: FINANCIAL INFORMATION

GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


ASSETS


June 30, March 31,
2004 2004

Current Assets:
Cash $ - $ -
Prepaid Expenses - 60
________- ___________-
Total current assets - 60

Property, plant and equipment
at cost, substantially pledged:
Oil and gas - -
- -
- -

Less accumulated depreciation,
depletion and amortization - -

0 0

$ 0 $ 60












See accompanying notes.





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GNC ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' EQUITY


June 30, March 31,
2004 2004
Current liabilities:
Accounts payable $ 2,883,165 $ 2,879,022
Accrued expenses 2,011,726 2,011,726
Accrued interest expense 2,402,972 2,371,432


Total current liabilities $ 7,297,863 $ 7,262,180



Stockholders' equity (deficit):
Common stock, $.40 par value
Authorized - 10,000,000 shares
Issued and outstanding - 5,203,706 2,081,482 2,081,482
Capital in excess of par value 17,000,421 17,000,421
Accumulated deficit (26,379,766) (26,344,023)

Total Stockholders' Equity ( 7,297,863) ( 7,262,120)

Total Liabilities and Equity $ 0 $ 60















See accompanying notes.






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GNC ENERGY CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)



Three Months Ended Three Months Ended
June 30, 2004 June 30, 2003

Oil & Gas Revenues $ - $ -
Administrative Overhead Fees - -

- -

Cost and expenses:
Cost of sales - -
General and administrative 4,203 4,129
Depreciation, depletion, and
amortization - -

4,203 4,129

Income/Loss from operations (4,203) (4,129)

Other Income
Extraordinary Income - -

Other Expenses
Other - -
Interest, net 31,540 31,540
Extraordinary Loss - -
Taxes General - -

Other Income before taxes ( 31,540) ( 31,540)

Net loss $ ( 35,743) $ ( 35,669)

Earnings(Loss) per share $ (0.007) $ (0.007)










See accompanying notes.
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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 at
3-31-04 5,203,706 $2,081,482 $17,000,421 $(26,344,023)

Other adjustment -
Net profit ( 35,743)
Balance at
6-30-04 5,203,706 $2,081,482 $17,000,421 $(26,379,766)





























See accompanying notes.

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GNC ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(UNAUDITED)

Three months ended
June 30, 2004 June 30, 2003
Financial resources were applied to:

Net loss before extraordinary items $ (35,743) $ ( 35,669)
Items not affecting working capital:
Depreciation, depletion, and
amortization - -

Working capital applied to operations (35,743) ( 35,669)



Financial resources were provided by:
Fixed Assets - -
Extraordinary items - -

Increase(decrease) in working capital $ ( -) $ -

Changes in elements of working capital:

Cash $ - $ -
Prepaid Expenses (60) -
Accounts payable and accrued expenses (35,683) (35,669)

Increase(decrease) in working capital $ (35,743) $ (35,669)















See accompanying notes.



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GNC ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
June 30, 2004, and March 31, 2004, and the consolidated results of operations
and changes in financial position indicated.

The results of operations for the three-month period ended June 30, 2004,
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 Form 10-K for the year ended
March 31, 2004.


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MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

There is a negative stockholders' equity in the Corporation. We are
continuing to work with our creditors to attempt to achieve a plan of
reorganization without bankruptcy.


RESULTS OF OPERATIONS

Oil and Gas Operations - There were no oil and gas sales for the three-
month period ended June 30, 2004.

Income Taxes - No tax provisions were made for the three months ended June
30, 2004, since the Company has unused deductions for income tax purposes.






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PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed for the three months ended June 30,
2004.



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



By:________________________
Date: August 13, 2004 W. H. Hudson
President and
Chief Financial Officer


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