8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2006

Town Sports International Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-52013	20-0640002
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

888 Seventh Avenue, New York, New York	10106
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 246-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01 Other Events.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

Item 8.01 Other Events.

     On June 2, 2006, Town Sports International, Inc. (the “Company”), a wholly owned subsidiary of Town Sports International Holdings, Inc. issued a press release announcing that it had extended the tender for its 9 5/8% Senior Notes due 2011. A copy of this press release is being furnished as Exhibit 99.1 to this report.

ITEM 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	99.1 Press Release dated June 2, 2006.

SIGNATURE

     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 hereunto duly authorized.

	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Registrant)
Date: June 2, 2006	By:	/s/ RICHARD PYLE
		Richard Pyle
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated June 2, 2006.

EX-99.1

Town Sports International, Inc. Announces Extension Of Cash
Tender Offer for Outstanding Debt Securities

NEW YORK, June 2, 2006 — Town Sports International, Inc. (the “Company”) announced today that it has extended its cash tender offer to purchase up to $85,000,000 aggregate principal amount of its 9 5/8% senior notes due 2011 (“Notes”). The tender offer, which was to have expired as of Midnight (New York City time) on June 1, 2006 has been extended until Midnight (New York City time) on June 7, 2006. All other terms of the tender offer remain unchanged.

The tender offer is being made pursuant to an Offer to Purchase and Consent Solicitation Statement (the “Statement”), which more fully set out the terms of the tender offer.

The Company has engaged Deutsche Bank Securities Inc. to act as the exclusive dealer manager and consent solicitation agent for the Tender Offer and Consent Solicitation. Copies of the Statement and Letter of Transmittal and Consent may be obtained from, and questions regarding the Tender Offer and Consent Solicitation may be directed to, the information agent, MacKenzie Partners, Inc., which can be reached at (212) 929-5500 (collect) and toll-free at (800) 322-2885. For questions concerning delivery by means of the Automated Tender Offer Program please contact The Bank of New York, the Depositary for the Tender Offer and the Solicitation, at (212) 815-6331.

This press release is for informational purposes only and is not an offer to purchase any Notes. The offer may be made only pursuant to the terms of the Statement and Letter of Transmittal and Consent.

About Town Sports International, Inc.:

The Company is a wholly owned subsidiary of Town Sports International Holdings, Inc.

About Town Sports International Holdings, Inc.:

New York-based Town Sports International Holdings, Inc. is a leading owner and operator of health clubs in the Northeast and mid-Atlantic regions of the United States. In addition to New York Sports Clubs, TSI operates under the brand names of Boston Sports Clubs, Washington Sports Clubs and Philadelphia Sports Clubs, with 142 fitness clubs and 432,000 members as of March 31, 2006. In addition, as of March 31, 2006, the Company operates three clubs in Switzerland with approximately 6,000 members. For more information on TSI visit www.mysportsclubs.com.

Town Sports International Holdings, Inc., New York
Investor Contact:
Integrated Corporate Relations
Joseph.teklits@icrinc.com or
investor.relations@town-sports.com

This press release may contain forward-looking statements that are subject to certain risks, uncertainties and assumptions, including the ability to satisfy the conditions to consummate the Tender Offer. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected.