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 8, 2006

Town Sports International Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-52013	20-0640002
(State or other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		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

EX-99.1: PRESS RELEASE

EX-99.2: PRESS RELEASE

Item 8.01 Other Events.

     On June 8, 2006, Town Sports International Holdings, Inc. (the “Company”) issued a press release announcing that it had issued a notice of redemption for 35% of the aggregate original principal amount ($43,682,572) of its outstanding 11% Senior Discount Notes due 2014, at a redemption price equal to 111% of the accreted value at the redemption date of the notes being redeemed, plus accrued and unpaid interest on such amount to, but excluding, July 7, 2006. The aggregate accreted value of the notes being redeemed at the 111% redemption price totals $62,874,878 as of July 7, 2006. A copy of this press release is being furnished as Exhibit 99.1 to this report.

     On June 8, 2006, Town Sports International, Inc., a wholly owned subsidiary of the Company (“TSI”), issued a press release announcing the expiration, as of Midnight (New York City time) on June 7, 2006, of TSI’s previously announced cash tender offer to purchase up to $85,000,000 aggregate principal amount of TSI’s outstanding 9 5/8% Senior Notes due 2011. A copy of this press release is being furnished as Exhibit 99.2 to this report.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated June 8, 2006.
99.2	Press Release dated June 8, 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 8, 2006	By:	/s/ RICHARD PYLE
		Richard Pyle
		Chief Financial Officer

EXHIBIT INDEX

99.1	Press Release dated June 8, 2006.
99.2	Press Release dated June 8, 2006.

EX-99.1

Exhibit 99.1

Town Sports International Holdings, Inc. Announces Partial Redemption Of Outstanding Debt Securities

NEW YORK, June 8, 2006 —Town Sports International Holdings, Inc. (Nasdaq: CLUB) announced today that it has issued a notice of redemption for 35% of the aggregate original principal amount ($43,682,572) of its outstanding 11% Senior Discount Notes due 2014, at a redemption price equal to 111% of the accreted value at the redemption date of the notes being redeemed, plus accrued and unpaid interest on such amount to, but excluding, July 7, 2006. The notes will be redeemed on July 7, 2006. The aggregate accreted value of the notes being redeemed at the 111% redemption price totals $62,874,878 as of July 7, 2006. Consistent with the terms of the indenture governing the notes, Town Sports International Holdings, Inc. is using a portion of the cash proceeds from its initial public equity offering to redeem such notes.

Pursuant to the terms of the indenture governing the notes, the Trustee shall select the notes for redemption on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depositary Trust Company), unless such method is otherwise prohibited. Interest on the redeemed portion of the notes will cease to accrue on and after July 7, 2006. The only remaining right of the holder thereof shall be to receive payment of the redemption price (together with the accrued and unpaid interest on such amount).

A Notice of Redemption is being mailed by The Bank of New York, the trustee for the notes, to all registered holders of the notes. Copies of the Notice of Redemption and additional information relating to the procedure for redemption may be obtained from The Bank of New York at (800) 245-2826.

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.

EX-99.2

Exhibit 99.2

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

NEW YORK, June 8, 2006 —Town Sports International, Inc. (the “Company”) announced today the expiration, as of Midnight (New York City time) on June 7, 2006, of the Company’s cash tender offer to purchase up to $85,000,000 aggregate principal amount of its 9 5/8% senior notes due 2011 (the “Notes”) and its acceptance for payment of $85,000,000 aggregate principal amount of the Notes validly tendered. As of Midnight (New York City time) on June 7, 2006, approximately $237.1 million aggregate principal amount of Notes had been validly tendered. The Company will purchase $85,000,000 aggregate principal amount of Notes, pro rata in an amount per tendering holder of Notes equal to (1) a fraction, the numerator of which is such Holder’s total aggregate principal amount of Notes tendered, and the denominator of which is the total aggregate principal amount of Notes tendered, multiplied by (2) $85,000,000.

Holders that validly tendered their Notes on or prior to 5:00 P.M. (New York City time) on May 12, 2006 (the “Early Tender Payment Deadline”) are entitled to receive $1,080.04 per $1,000 principal amount of Notes tendered, consisting of the regular tender payment of $1,065.04 per $1,000 principal amount of Notes tendered plus an early tender payment of $15.00 per $1,000 principal amount of Notes tendered. Holders that validly tendered their Notes after the Early Tender Payment Deadline will be entitled to the regular tender payment of $1,065.04 per $1,000 principal amount of Notes tendered.

Deutsche Bank Securities Inc. acted as the exclusive dealer manager and consent solicitation agent for the Company’s tender offer.

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.