<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-Q/A
                             AMENDMENT NO. 1 TO THE
                                QUARTERLY REPORT
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

       FOR THE TRANSITION PERIOD FROM                TO                .

                        COMMISSION FILE NUMBER 333-40907

                        TOWN SPORTS INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<Caption>
                  NEW YORK                                       13-2749906
<S>                                             <C>
      (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)
</Table>

                               888 SEVENTH AVENUE
                            NEW YORK, NEW YORK 10106
                           TELEPHONE: (212) 246-6700
              (ADDRESS, ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICE.)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                          [X] Yes               [ ] No

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 1,028,698.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES
                                  FORM 10-Q/A
                    AMENDMENT NO. 1 TO THE QUARTERLY REPORT
                      FOR THE QUARTER ENDED JUNE 30, 2002

                                     INDEX

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PART I. FINANCIAL INFORMATION
  Item 1. Financial Statements (Unaudited)
     a) Condensed Consolidated Balance Sheets as of December
        31, 2001 and June 30, 2002..........................    2
     b) Condensed Consolidated Statements of Operations for
        the three and six months ended June 30, 2001 and
        2002................................................    3
     c) Condensed Consolidated Statements of Cash Flows for
        the six months ended June 30, 2001 and 2002.........    4
     d) Notes to Condensed Consolidated Financial
        Statements..........................................    5
  Item 6. Exhibits and Reports on Form 8-K..................    9
SIGNATURES..................................................   10
     Sarbanes-Oxley Section 302(a) certification............   11
</Table>

                                        1
<PAGE>

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      ALL FIGURES $'000, EXCEPT SHARE DATA
                      DECEMBER 31, 2001 AND JUNE 30, 2002

<Table>
<Caption>
                                                              DECEMBER 31,     JUNE 30,
                                                                  2001           2002
                                                              ------------   ------------
                                                              (SEE NOTE 5)   (AS RESTATED
                                                                             SEE NOTE 5)
                                                                             (UNAUDITED)
<S>                                                           <C>            <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................    $  5,458       $  4,831
  Accounts receivable.......................................       1,355            865
  Inventory.................................................       1,326          1,420
  Prepaid expenses and other current assets.................       3,113          3,726
                                                                --------       --------
         Total current assets...............................      11,252         10,842
Fixed assets, net of accumulated depreciation of $78,680 and
  $91,488 at December 31, 2001 and June 30, 2002,
  respectively..............................................     200,120        210,116
Goodwill (net of accumulated amortization of $13,557).......      42,145         41,550
Intangible assets, net of accumulated amortization of
  $15,325 and $17,189 at December 31, 2001 and June 30,
  2002, respectively........................................       6,515          4,923
Deferred tax asset..........................................      19,092         21,167
Deferred membership costs...................................      14,748         15,237
Other assets................................................       2,133          1,913
                                                                --------       --------
         Total assets.......................................    $296,005       $305,748
                                                                ========       ========
            LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current portion of long-term debt and capital lease
    obligations.............................................    $  4,015       $  4,672
  Accounts payable..........................................       7,615          2,067
  Accrued expenses..........................................      18,474         18,402
  Corporate income taxes payable............................         444          1,777
  Deferred revenue..........................................      23,269         28,425
                                                                --------       --------
         Total current liabilities..........................      53,817         55,343
Long-term debt and capital lease obligations................     159,964        157,020
Deferred lease liabilities..................................      21,510         22,630
Deferred revenue............................................       3,609          4,702
Other liabilities...........................................       4,783          7,887
                                                                --------       --------
         Total liabilities..................................     243,683        247,582
                                                                --------       --------
Redeemable preferred stock:
  Redeemable senior preferred stock, $1.00 par value;
    liquidation value $57,416 and $60,961 at December 31,
    2001, and June 30, 2002, respectively; authorized
    100,000 shares; 40,000 shares issued and outstanding at
    December 31, 2001 and June 30, 2002.....................      54,687         58,302
  Series A redeemable preferred stock, at liquidation value
    (see Note 5)............................................      30,432         32,562
                                                                --------       --------
                                                                  85,119         90,864
                                                                --------       --------
Stockholders' deficit:
  Series B preferred stock, at liquidation value............         265            284
  Class A voting common stock, $.001 par value; 1,028,698
    shares issued and outstanding...........................           1              1
  Paid-in capital...........................................      11,695         12,250
  Unearned compensation.....................................        (422)          (376)
  Foreign currency translation adjustment...................          21            140
  Accumulated deficit.......................................     (44,357)       (44,997)
                                                                --------       --------
         Total stockholders' deficit........................     (32,797)       (32,698)
                                                                --------       --------
         Total liabilities, redeemable preferred stock and
           stockholders' deficit............................    $296,005       $305,748
                                                                ========       ========
</Table>

         See notes to the condensed consolidated financial statements.
                                        2
<PAGE>

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                        JUNE 30,                     JUNE 30,
                                               --------------------------   --------------------------
                                                  2001           2002          2001           2002
                                               -----------    -----------   -----------    -----------
                                               (UNAUDITED)    (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
<S>                                            <C>            <C>           <C>            <C>
Revenues:
  Club operations............................    $70,041        $79,546      $136,881       $155,920
  Fees and other.............................        824            908         1,624          1,842
                                                 -------        -------      --------       --------
                                                  70,865         80,454       138,505        157,762
                                                 -------        -------      --------       --------

Operating expenses:
  Payroll and related (includes $240 and $320
     of compensation expense in connection
     with stock options, recorded in equity
     for the three months ended June 30, 2001
     and 2002, respectively; and $635 and
     $601 for the six months ended June 30,
     2001 and 2002, respectively.)...........     27,641         33,168        54,642         64,440
  Club operating.............................     21,315         24,028        42,399         48,342
  General and administrative.................      4,723          4,907         9,001          9,885
  Depreciation and amortization..............      7,913          7,979        15,755         15,944
                                                 -------        -------      --------       --------
                                                  61,592         70,082       121,797        138,611
                                                 -------        -------      --------       --------
  Operating income...........................      9,273         10,372        16,708         19,151
Interest expense.............................      3,714          4,160         7,565          8,284
Interest income..............................       (116)           (38)         (263)           (77)
                                                 -------        -------      --------       --------
  Income before provision for corporate
     income tax and cumulative effect of
     change in accounting principle..........      5,675          6,250         9,406         10,944
Provision for corporate income tax...........      2,688          2,790         4,542          5,130
                                                 -------        -------      --------       --------
  Income before cumulative effect of a change
     in accounting principle.................      2,987          3,460         4,864          5,814
  Cumulative effect of a change in accounting
     principle, net of income tax benefit of
     $612....................................         --             --            --            689
                                                 -------        -------      --------       --------
  Net Income.................................      2,987          3,460         4,864          5,125
Accreted dividends on preferred stock........     (2,487)        (2,815)       (4,943)        (5,594)
                                                 -------        -------      --------       --------
  Net income (loss) attributable to common
     stockholders............................    $   500        $   645      $    (79)      $   (469)
                                                 =======        =======      ========       ========
</Table>

         See notes to the condensed consolidated financial statements.
                                        3
<PAGE>

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                                   SIX MONTHS ENDED
                                                                       JUNE 30,
                                                              --------------------------
                                                                 2001           2002
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income................................................   $  4,864       $  5,125
                                                               --------       --------
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization.............................     15,755         15,944
  Goodwill impairment write-off.............................         --          1,301
  Compensation expense in connection with stock options.....        635            601
  Noncash rental expense, net of noncash rental income......      1,432            904
  Share of net income in affiliated companies...............       (366)          (324)
  Amortization of debt issuance costs.......................        941            946
  Change in certain working capital components..............      6,306          6,356
  Increase in deferred tax asset............................     (2,043)        (2,075)
  Increase in deferred membership costs.....................     (1,270)          (489)
  Other.....................................................        158            130
                                                               --------       --------
    Total adjustments.......................................     21,548         23,294
                                                               --------       --------
    Net cash provided by operating activities...............     26,412         28,419
                                                               --------       --------
Cash flows from investing activities:
  Capital expenditures, net of effects of acquired
    businesses..............................................    (20,425)       (27,533)
  Acquisition of businesses.................................       (301)          (348)
  Intangible and other assets...............................       (219)           220
  Landlord contributions....................................        210          3,452
                                                               --------       --------
    Net cash used in investing activities...................    (20,735)       (24,209)
                                                               --------       --------
Cash flows from financing activities:
  Net line of credit borrowings (repayment).................      1,000         (5,000)
  Subordinated credit borrowings, net of expenses...........         --          2,810
  Repayments of notes for acquired businesses and capital
    lease obligations borrowings............................     (1,738)        (2,647)
                                                               --------       --------
    Net cash used in financing activities...................       (738)        (4,837)
                                                               --------       --------
    Net increase (decrease) in cash and cash equivalents....      4,939           (627)
Cash and cash equivalents at beginning of period............      3,365          5,458
                                                               --------       --------
    Cash and cash equivalents at end of period..............      8,304          4,831
                                                               ========       ========
Summary of change in certain working capital components, net
  of effects of acquired businesses:
  Decrease in accounts receivable...........................   $    198            201
  Increase in inventory.....................................       (503)           (94)
  Decrease (increase) in prepaid expenses, prepaid income
    taxes and other current assets..........................      1,507           (289)
  (Decrease) increase in accounts payable and accrued
    expenses................................................       (126)           547
  Increase in deferred revenue..............................      5,230          5,991
                                                               --------       --------
    Net changes in working capital..........................   $  6,306          6,356
                                                               ========       ========
  Supplemental disclosures of cash flow information:
</Table>

     The Company assumed $445 of long term debt in connection with a club
acquisition during the six months ended June 30, 2002.

     Noncash investing and financing activities:

     The Company acquired $1,889 and $1,565 of club equipment financed by
lessors during the six months ended June 30, 2002 and June 30, 2001,
respectively.

         See notes to the condensed consolidated financial statements.
                                        4
<PAGE>

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 2001 AND JUNE 30, 2002
                            ALL FIGURES (UNAUDITED)

1.  BASIS OF PRESENTATION

     The condensed consolidated financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). The condensed consolidated financial statements
should be read in conjunction with the Company's December 31, 2001 consolidated
financial statements and notes thereto, included on Form 10-K. The year-end
condensed balance sheet data was derived from audited financial statements, but
does not include all disclosures required by accounting principles generally
accepted in the United States of America. Certain information and footnote
disclosures which are normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to SEC rules and regulations. The Company believes that the
disclosures made are adequate to make the information presented not misleading.
The information reflects all adjustments which, in the opinion of Management,
are necessary for a fair presentation of the financial position and results of
operations for the interim periods set forth herein. All such adjustments,
except for the cumulative effect of a change in accounting principle, are of a
normal and recurring nature. The results for the three and the six months ended
June 30, 2002 are not necessarily indicative of the results for the entire
fiscal year ending December 31, 2002.

2.  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

<Table>
<Caption>
                                                              DECEMBER 31,    JUNE 30,
                                                                  2001          2002
                                                                ($'000)        ($'000)
                                                              ------------    ---------
<S>                                                           <C>             <C>
Series B 9 3/4% Senior Notes, due 2004......................    $125,000      $125,000
Line of credit borrowings...................................      22,745        17,768
Subordinated credit borrowings..............................       6,000         9,000
Notes payable for acquired businesses.......................       2,931         2,383
Capital lease obligations...................................       7,303         7,541
                                                                --------      --------
                                                                 163,979       161,692
Less, Current portion due within one year...................       4,015         4,672
                                                                --------      --------
Long-term portion...........................................    $159,964      $157,020
                                                                ========      ========
</Table>

     The Company has a line of credit, with its principal banks for direct
borrowings and letters of credit of up to $25.0 million. The line of credit
carries interest at the Company's option, based upon the Eurodollar borrowing
rate plus 2.50% or the bank's prime rate plus 1.50%, as defined. There were
$17.8 million of Eurodollar borrowings outstanding as of June 30, 2002 and
outstanding letters of credit issued totaled $1.9 million. As of June 30, 2002
the interest rate charged on the outstanding Eurodollar borrowings was 4.50%.
The unutilized portion of the line of credit as of June 30, 2002 was $5.4
million. This line of credit expires on July 15, 2004.

     The line of credit contains various covenants including interest coverage
and a leverage ratio as well as restrictions on the payment of dividends.

     In November 2000, the Company entered into a Subordinated Credit Agreement
(the "Agreement") which provides for up to $20.0 million of principal borrowings
and expires December 31, 2004. The interest on principal borrowings accrues at
the greater of 12.75% or the bank's prime rate plus 3.0% per annum. On a monthly
basis, 9.75% is payable and the remaining 3.0% is accruable or payable at the
option of the Company through maturity. As of June 30, 2002 the rate in effect
was 12.75%. There were $9.0 million of outstanding borrowings under the
agreement as of June 30, 2002. The Agreement contains similar, but less
restrictive covenants than those of the line of credit.

                                        5
<PAGE>

3.  SEPTEMBER 11 EVENTS

     The terrorist attacks of September 11, 2001 ("the September 11 events"),
resulted in a tremendous loss of life and property. Secondarily, those events
interrupted the operations at four of our clubs located in downtown Manhattan.
Three of the effected four clubs have been reopened and were back in operation
by October 2001. Because of its close proximity to the World Trade Center, the
fourth club, although not structurally damaged, remains closed.

     The Company carries business interruption insurance to mitigate certain
lost revenue and profits experienced with the September 11 events. In this
regard in the third quarter of 2001 a $175,000 insurance receivable was recorded
representing our estimate of costs incurred in September 2001. Such costs
include rent, payroll, benefits, and other club operating costs incurred during
periods of club closure. In February 2002 we received an initial policy payment
of $350,000 from our insurance carrier covering the receivable and a payment in
reimbursement of business interruption losses.

     Although the Company has business interruption insurance to cover certain
lost profits at this fourth location, we cannot predict with any degree of
certainty what future amounts will actually be received from the insurance
carrier. Furthermore management cannot at this time determine whether the assets
related to this club location have been permanently impaired. We will continue
to gather information to better assess whether or not the assets of this club
have been permanently impaired. We are communicating with our insurance carrier
on an ongoing basis in order to better assess the relief we could expect to
receive for such coverage.

4.  RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 141, Business Combinations and Statement No. 142, Goodwill and
Other Intangible Assets ("SFAS 142"). These statements significantly affect the
financial accounting and the reporting for business combinations, goodwill and
intangible assets. SFAS 142 requires that goodwill be allocated to reporting
units and that goodwill and intangibles assets with indefinite useful lives not
be amortized over their useful lives, but rather be tested for impairment upon
implementation of this standard and at least annually thereafter. Amortizable
intangible assets will be subject to the impairment provisions of Statement No.
144 Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144").
Consequently, there is no transitional impairment test for these assets.
However, SFAS 142 requires that the useful lives of these amortizable intangible
assets be reassessed. The transitional impairment test should be completed in
the first interim period (or in case of goodwill in the first six months) of the
fiscal year in which SFAS 142 is adopted, and any resulting impairment loss
should be recognized as the effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20, Accounting Changes.
Any subsequent impairment losses resulting from events or circumstances that
occur after the first day of the fiscal year in which SFAS 142 is adopted should
be reported as a component of income from continuing or discontinued operations,
as appropriate. These statements apply to all business combinations that are
initiated or completed after June 30, 2001 and the effective date of these
pronouncements for the Company is January 1, 2002.

     Effective January 1, 2002 the Company implemented SFAS 142. There were no
changes to the estimated useful lives of amortizable intangible assets due to
the SFAS 142 implementation. In connection with the SFAS 142 transition
impairment test the Company recorded a $1.3 million write-off of goodwill. A
deferred tax benefit of $612,000 was recorded as a result of this goodwill
write-off, resulting in a net cumulative effect of change in accounting
principle of $689,000, in the first quarter of 2002. The write-off of goodwill
related to four, remote underperforming clubs. The impairment test was performed
with discounted estimated future cash flows as the criteria for determining fair
market value. Goodwill has been allocated to reporting units that closely
reflect the regions served by our four trade names; New York Sports Club, Boston
Sports Club, Washington Sports Club and Philadelphia Sports Club, with certain
more remote clubs that do not benefit from a regional cluster being considered
single reporting units.

                                        6
<PAGE>

     A reconciliation of reported net income for the three and six month periods
June 30, 2001 to net income adjusted for the impact of SFAS 142 over that same
period is as follows:

<Table>
<Caption>
                                                              THREE MONTHS ENDED   SIX MONTHS ENDED
                                                                JUNE 30, 2001       JUNE 30, 2001
                                                                   (000'S)             (000'S)
                                                              ------------------   ----------------
<S>                                                           <C>                  <C>
Net income as reported......................................        $2,987              $4,864
Goodwill amortization.......................................         1,070               2,166
Deferred tax benefit........................................          (365)               (730)
                                                                    ------              ------
Net income as adjusted......................................        $3,692              $6,300
                                                                    ======              ======
</Table>

     A summary of the Company's acquired amortizable intangible assets as of
June 30, 2002 is as follows:

<Table>
<Caption>
                                                               AS OF JUNE 30, 2002
                                                                     (000'S)
                                        ------------------------------------------------------------------
                                        GROSS CARRYING AMOUNT   ACCUMULATED AMORTIZATION   NET INTANGIBLES
      ACQUIRED INTANGIBLE ASSETS        ---------------------   ------------------------   ---------------
<S>                                     <C>                     <C>                        <C>
Membership Lists......................         $ 9,834                  $ (9,656)               $178
Covenants-not-to-compete..............           1,276                    (1,023)                253
Beneficial Lease......................             223                      (157)                 66
                                               -------                  --------                ----
                                               $11,333                  $(10,836)               $497
                                               =======                  ========                ====
</Table>

     The amortization expense of the above acquired intangible assets for each
of the five years ending December 31, 2006 will be as follows:

<Table>
<Caption>
           AGGREGATE AMORTIZATION EXPENSE (000'S)
           --------------------------------------
<S>                                                           <C>
For the year ended 12/31/02(a)..............................  $1,053
For the year ended 12/31/03.................................     265
For the year ended 12/31/04.................................      19
For the year ended 12/31/05.................................      11
For the year ended 12/31/06.................................      10
                                                              ------
                                                              $1,358
                                                              ======
</Table>

---------------

(a) Amortization expense for the three and six months ended June 30, 2002
    amounted to $417 and $861 respectively.

5.  RESTATEMENT AT JUNE 30, 2002 AND RECLASSIFICATION OF PRIOR PERIOD RELATED TO
    SERIES A PREFERRED STOCK

     At December 31, 2001 and June 30, 2002, the Company has issued and
outstanding 153,637 shares of Series A Redeemable Preferred Stock ("Series A").
The Company has restated its condensed balance sheet at June 30, 2002 to account
for a redemption feature included in the Series A stock in accordance with the
guidance in EITF Topic No. D-98: Classification and Measurement of Redeemable
Securities ("EITF Topic No. D-98"). EITF Topic No. D-98 provided additional
guidance on the appropriate classification of redeemable preferred stock upon
the occurrence of an event that is not solely within the control of an issuer.
The Company has restated the condensed balance sheet at June 30, 2002 as EITF
Topic No. D-98 was required to be applied in the first quarter ending March 31,
2002. EITF Topic No. D-98 also required retroactive application by reclassifying
the financial statements of prior periods. The carrying value of the Series A
stock at December 31, 2001, which was previously presented as a component of
stockholders' deficit, has been reclassified as redeemable preferred stock
outside of stockholders' deficit. The reclassification at December 31, 2001 and
the restatement at June 30, 2002 for the Series A stock had no effect on the
Company's net income, net loss attributable to common stockholders or total
assets. The following sets forth the overall effect of the
reclassification/restatement on the Company's stockholders' deficit at December
31, 2001 and June 30, 2002:

                                        7
<PAGE>

<Table>
<Caption>
                                                          DECEMBER 31, 2001   JUNE 30, 2002
                                                          -----------------   -------------
<S>                                                       <C>                 <C>
Stockholders' deficit prior to reclassification and
  restatement, respectively.............................      $ (2,365)         $   (136)
Reclassification and restatement of Series A stock,
  respectively..........................................      $(30,432)         $(32,562)
Stockholders' deficit after the reclassification and
  restatement, respectively.............................      $(32,797)         $(32,698)
</Table>

                                        8
<PAGE>

                          PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     Exhibit 99.1  Certification of Chief Executive Officer.

     Exhibit 99.2  Certification of Chief Financial Officer.

     Exhibit 99.3  Certification of Vice President, Finance.

                                        9
<PAGE>

                                   SIGNATURES

     Pursuant to 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.

<Table>
<S>                                                       <C>
                                                          TOWN SPORTS INTERNATIONAL, INC.
                                                          (Registrant)


DATE: March 14, 2003                                      By: /s/ RICHARD PYLE
                                                          --------------------------------------------------------
                                                              Richard Pyle
                                                              Chief Financial Officer, Office of the President
                                                              (principal financial, accounting officer)


DATE: March 14, 2003                                      By: /s/ ROBERT GIARDINA
                                                          --------------------------------------------------------
                                                              Robert Giardina
                                                              Chief Executive Officer
                                                              (principal executive officer)
</Table>

                                        10
<PAGE>

I, Robert Giardina, Chief Executive Officer of Town Sports International, Inc.,
certify that:

          1. I have reviewed this quarterly report on Form 10-Q/A of Town Sports
     International, Inc.;

          2. Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

          3. Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report, fairly present in
     all material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in this
     quarterly report;

Date: March 14, 2003

By: /s/ ROBERT GIARDINA
    ----------------------------------
    Robert Giardina
    Chief Executive Officer

                                        11
<PAGE>

I, Richard Pyle, Chief Financial Officer of Town Sports International, Inc.,
certify that:

          1. I have reviewed this quarterly report on Form 10-Q/A of Town Sports
     International, Inc.;

          2. Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

          3. Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report, fairly present in
     all material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in this
     quarterly report;

Date: March 14, 2003

By: /s/ RICHARD PYLE
    ----------------------------------
    Richard Pyle
    Chief Financial Officer

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