SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2006	3. Issuer Name and Ticker or Trading Symbol TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	2,500	D(1)(2)(5)(6)(7)
Common Stock, par value $0.001 per share	2,500	D(1)(3)(5)(6)(7)
Common Stock, par value $0.001 per share	90,500	D(1)(4)(5)(6)(7)
Common Stock, par value $0.001 per share	322,000	I	See Footnotes(1)(8)(9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* TINICUM PARTNERS LP FARALLON (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* Farallon Capital Offshore Investors II, L.P. (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

Explanation of Responses:

1. The footnotes of this Form 3 explain the relationships between the reporting persons and the other entities and individuals that may be deemed to beneficially own the securities owned directly by the reporting persons. The entities and individuals identified in footnotes (2) through (6) of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. The reporting persons are not members of a group with CS Equity II LLC or CapitalSource Inc. with respect to the Issuer's securities.

2. The amount of securities shown in column 2 is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III ").

3. The amount of securities shown in column 2 is owned directly by Tinicum Partners, L.P. ("Tinicum").

4. The amount of securities shown in column 2 is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCIP III and Tinicum, the "Form 3 Funds").

5. Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Form 3 Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Form 3 Funds. FPLLC's potential deemed beneficial ownership of such securities is reported on a Form 4 filed jointly by FPLLC and certain affiliated entities and persons on the same date as the filing of this Form 3 (the "Farallon Form 4"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Form 3 Funds.

6. As set forth on the Farallon Form 4, the managing members and the Senior Managing Member of FPLLC (the "Individuals") may also be deemed to beneficially own the securities owned directly by the Form 3 Funds. Each of the Individuals disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise.

7. For information regarding the total number of securities of the Issuer either acquired on June 7, 2006 or beneficially owned by FPLLC, the Individuals or certain other affiliated entities, see the Farallon Form 4.

8. The amount of securities shown in this row is owned directly by CS Equity II LLC, which is indirectly 100% owned by CapitalSource Inc. ("CSE"). The reporting persons, together with the individuals and entities set forth in the Farallon Form 4 and certain affiliated entities, are significant shareholders of CSE. In addition, two persons affiliated with FPLLC are members of the board of directors of CSE. As such, the reporting persons may be deemed to have beneficial ownership of the 322,000 shares of the Issuer's securities held by CS Equity II LLC. Each of the reporting persons disclaims any beneficial ownership of any such securities for purposes of Rule 16a-1(a) under the Act or otherwise.

9. For more information regarding the reporting persons' investment in and relationship with CSE, see the Schedule 13D amendment filed by the reporting persons and certain affiliated entities on March 17, 2006.

	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (2) through (4).	06/08/2006
	.	06/08/2006
	.	06/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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