8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 4, 2007

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)	(IRS Employer Identification No.)

888 Seventh Avenue (25th Floor), New York, New York 10106
(Address of Principal Executive Offices, including Zip code)

212-246-6700
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(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))

Item 2.02. Results of Operations and Financial Condition

     On January 4, 2007, Town Sports International Holdings, Inc. issued a press release announcing its intention to participate at the ICR Xchange Conference, and announcing updated earnings guidance for 2006. Also on January 4, 2007 a second press release was issued announcing its calendar 2007 guidance. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

     The information in this Current Report on Form 8-K with respect to 2006 earnings, including the attached Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 8.01 Other Events

     The information in Item 2.02 other than with respect to 2006 earnings is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

     99.1 Press release dated January 4, 2007

     99.2 Press release dated January 4, 2007

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 hereunto duly authorized.

	Town Sports International Holdings, Inc.
	/s/  Richard Pyle
	By:  Richard Pyle
Date January 4, 2007	Its:   Chief Financial Officer

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
99.1	Press release issued by Town Sports International Holdings, Inc. on January 4, 2007 announcing its intention to participate at the ICR Xchange Conference, and announcing updated earning guidance for 2006.
99.2	Press release issued by Town Sports International Holdings, Inc. on January 4, 2007 announcing its calendar 2007 guidance.

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EX-99.1

Exhibit 99.1

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. TO PARTICIPATE AT ICR XCHANGE CONFERENCE, AND ISSUES UPDATED EARNINGS GUIDANCE FOR 2006

NEW YORK, January 4, 2007 /PRNewswire/ — Town Sports International Holdings, Inc. (TSI, or the Company) (NASDAQ: CLUB — News) today announced that Robert Giardina, Chief Executive Officer and Richard Pyle, Chief Financial Officer will participate at the ICR Xchange Conference, to be held on Wednesday, January 10, 2007, at the St. Regis Monarch Beach Resort, Dana Point, CA.

The Company’s presentation will be made at 9:00 a.m. Pacific Time.

The session will be Web cast live and may be accessed at TSI’s Web site, www.mysportsclubs.com, by clicking on the “Investor Relations,” link. A replay of the presentation will be available through February 10, 2007.

2006 Updated Guidance:

The Company now expects its revenue and earnings per share results to be at the high end of its previously announced 2006 guidance. On its third quarter conference call, management indicated that it expected calendar 2006 revenue to be between $431 and $433 million, an 11% to 11.5% growth over 2005 — driven by club membership and ancillary revenue growth, the maturation of recently opened clubs as well as new clubs opened during the year. We expect earnings per share to be in a range of $0.06 to $0.11, or between $0.47 and $0.52 when adjusted for the early debt extinguishment charges on a post-tax basis. This guidance is subject to risks and uncertainties in any forward looking statements.

About Town Sports International Holdings, Inc.:

New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness 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 146 clubs and approximately 447,000 members in the U.S. as of December 31, 2006. In addition, the Company operates three clubs in Switzerland with approximately 6,000 members. For more information on TSI visit http://www.mysportsclubs.com.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the caption “2006 Updated Guidance” and other statements regarding future financial results and performance and potential sales revenue are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.

These statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including the level of market demand for the Company’s services, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, the application of federal and state tax laws and regulations, and other specific factors discussed herein and in other releases and public filings made by the Company; accordingly, actual results could differ materially from any such forward-looking statement. The forward-looking statements speak only as of the date and hereof and the Company does not intend to update this information to reflect developments or information obtained after the date hereof and the Company disclaims any legal obligation to the contrary.

CONTACT: Town Sports International Holdings, Inc.:
Investor Relations: (212) 246-6700 extension 710 or investor.relations@town-sports.com

Public Relations:
Joseph Telklits, Integrated Corporate Relations (203) 682-8200 or joseph.teklits@icrinc.com

EX-99.2

Exhibit 99.2

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ISSUES CALENDAR 2007 GUIDANCE.

NEW YORK, January 4, 2007 /PRNewswire/ — Town Sports International Holdings, Inc. (TSI, or the Company) (NASDAQ: CLUB), a leading owner of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs and Philadelphia Sports Clubs, is issuing guidance for the calendar year 2007.

2007 Guidance:

The Company expects to open approximately 15 new clubs in 2007, up from preliminary guidance given on its third quarter 2006 conference call of 10 to 12 new clubs. Based upon the current business environment and current trends in our marketplace, the Company currently expects revenues for the year to be in the range of $475 to $480 million, a 10% to 11% growth over 2006. TSI expects calendar 2007 net income to be in the range of $19 to $20 million and earnings per share (EPS) to be in the range of $0.73 to $0.76. These statements are subject to risks and uncertainties in any forward looking statements. The Company will give additional guidance for 2007 on its calendar 2006 year-end conference call.

Robert Giardina, Chief Executive Officer of TSI, commented, “We are pleased to have a strong pipeline of new clubs that will allow us to grow our square footage and clubs by approximately 10% in 2007. While this level of expansion has a slightly dilutive impact on earnings in the first year, it will enable us to accelerate our rate of growth since becoming public in June 2006.” Mr. Giardina continued, “We are also pleased with recent opening of our 100^th club in the New York City metro area, a milestone that highlights the intensity of our clustering strategy in that market.”

In a separate release today, the Company updated guidance on its calendar 2006 earnings. It also announced that management will participate at the ICR XChange Conference to be held on Wednesday January 10, 2007 at the St. Regis Monarch Beach Resort, Dana Point, CA.

About Town Sports International Holdings, Inc.:

New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness 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 146 clubs and approximately 447,000 members in the U.S. as of December 31, 2006. In addition, the Company operates three clubs in Switzerland with approximately 6,000 members. For more information on TSI visit http://www.mysportsclubs.com.

Forward-Looking Statements:

Statements in this release that do not constitute historical facts, including, without limitation, statements under the caption “2007 Guidance” and other statements regarding future financial results and performance and potential sales revenue are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.

These statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including the level of market demand for the Company’s services, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, the application of federal and state tax laws and regulations, and other specific factors discussed herein and in other releases and public filings made by the Company; accordingly, actual results could differ materially from any such forward-looking statement. The forward-looking statements speak only as of the date and hereof and the Company does not intend to update this information to reflect developments or information obtained after the date hereof and the Company disclaims any legal obligation to the contrary.

CONTACT:
Town Sports International Holdings, Inc.:
Investor Relations: (212) 246-6700 extension 710 or investor.relations@town-sports.com

Public Relations:
Joseph Telklits, Integrated Corporate Relations (203) 682-8200 or joseph.teklits@icrinc.com