<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 MARCH 31, 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 MARCH 31, 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 March 31, 2002.........................    2
     b) Condensed Consolidated Statements of Operations for
        the three months ended March 31, 2001 and 2002......    3
     c) Condensed Consolidated Statements of Cash Flow for
        the three months ended March 31, 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 MARCH 31, 2002

<Table>
<Caption>
                                                              DECEMBER 31,     MARCH 31,
                                                                  2001            2002
                                                              ------------    ------------
                                                              (SEE NOTE 5)    (AS RESTATED
                                                                              SEE NOTE 5)
                                                                              (UNAUDITED)
<S>                                                           <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................    $  5,458        $  5,829
  Accounts receivable.......................................       1,355           1,372
  Inventory.................................................       1,326           1,208
  Prepaid expenses and other current assets.................       3,113           2,332
                                                                --------        --------
          Total current assets..............................      11,252          10,741
Fixed assets, net of accumulated depreciation of $78,680 and
  $85,064 at December 31, 2001 and March 31, 2002
  respectively..............................................     200,120         211,796
Goodwill....................................................      42,145          41,284
Intangible assets, net of accumulated amortization of
  $15,325 and $16,297 at December 31, 2001 and March 31,
  2002 respectively.........................................       6,515           5,625
Deferred tax asset..........................................      19,092          20,505
Deferred membership costs...................................      14,748          15,604
Other assets................................................       2,133           2,094
                                                                --------        --------
          Total assets......................................    $296,005        $307,649
                                                                ========        ========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS'
  DEFICIT
Current liabilities:
  Current portion of long-term debt and capital lease
     obligations............................................    $  4,015        $  4,542
  Accounts payable..........................................       7,615           4,468
  Accrued expenses..........................................      18,474          21,691
  Corporate income taxes payable............................         444           2,280
  Deferred revenue..........................................      23,269          28,141
                                                                --------        --------
          Total current liabilities.........................      53,817          61,122
Long-term debt and capital lease obligations................     159,964         159,727
Deferred lease liabilities..................................      21,510          22,319
Deferred revenue............................................       3,609           3,992
Other liabilities...........................................       4,783           6,235
                                                                --------        --------
          Total liabilities.................................     243,683         253,395
                                                                --------        --------
REDEEMABLE PREFERRED STOCK:
Redeemable senior preferred stock, $1.00 par value;
  liquidation value $57,416 and $59,121 at December 31, 2001
  and March 31, 2002, respectively; authorized 100,000
  shares; 40,000 shares issued and outstanding at December
  31, 2001 and March 31, 2002...............................      54,687          56,478
Series A redeemable preferred stock, at liquidation value
  (see Note 5)..............................................      30,432          31,497
                                                                --------        --------
                                                                  85,119          87,975
                                                                --------        --------
Stockholders' deficit:
  Series B preferred stock, at liquidation value............         265             274
  Class A voting common stock, $.001 par value; issued and
     outstanding 1,028,698 shares...........................           1               1
  Paid-in capital...........................................      11,695          11,976
  Unearned compensation.....................................        (422)           (422)
  Foreign currency translation adjustment...................          21               8
  Accumulated deficit.......................................     (44,357)        (45,558)
                                                                --------        --------
          Total stockholders' deficit.......................     (32,797)        (33,721)
                                                                --------        --------
          Total liabilities, redeemable preferred stock and
            stockholders' deficit...........................    $296,005        $307,649
                                                                ========        ========
</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 MONTHS ENDED MARCH 31, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                                  THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              --------------------------
                                                                 2001           2002
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>
Revenues:
  Club operations...........................................    $66,841        $76,374
  Fees and other............................................        800            934
                                                                -------        -------
                                                                 67,641         77,308
                                                                -------        -------

Operating expenses:
  Payroll and related (includes $396 and $281 of
     compensation expense in connection with stock options,
     recorded in equity in the quarters ended March 31, 2001
     and 2002 respectively).................................     27,002         31,272
  Club operating............................................     21,084         24,314
  General and administrative................................      4,278          4,978
  Depreciation and amortization.............................      7,841          7,965
                                                                -------        -------
                                                                 60,205         68,529
                                                                -------        -------
  Operating income..........................................      7,436          8,779
Interest expense............................................      3,850          4,124
Interest income.............................................       (147)           (39)
                                                                -------        -------
  Income before provision for corporate income tax and
     cumulative effect of change in accounting principle....      3,733          4,694
Provision for corporate income tax..........................      1,854          2,340
                                                                -------        -------
  Income before cumulative effect of change in accounting
     principle..............................................      1,879          2,354
  Cumulative effect of a change in accounting principle, net
     of income tax benefit of $612..........................         --            689
                                                                -------        -------
  Net income................................................      1,879          1,665
Accreted dividends on preferred stock.......................     (2,456)        (2,779)
                                                                -------        -------
  Net loss attributable to common stockholders..............    $  (577)       $(1,114)
                                                                =======        =======
</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 THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                                  THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              --------------------------
                                                                 2001           2002
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income................................................   $  1,879       $  1,665
                                                               --------       --------
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization.............................      7,841          7,965
  Goodwill impairment write-off.............................         --          1,301
  Compensation expense in connection with stock options.....        396            281
  Noncash rental expense, net of noncash rental income......        884            713
  Share of net income in affiliated companies...............       (184)          (157)
  Amortization of debt issuance costs.......................        470            471
  Change in certain working capital components..............     11,998         10,573
  Increase in deferred tax asset............................     (1,295)        (1,413)
  Increase in deferred membership costs.....................       (796)          (856)
  Other.....................................................         (1)            26
                                                               --------       --------
    Total adjustments.......................................     19,313         18,904
                                                               --------       --------
    Net cash provided by operating activities...............     21,192         20,569
                                                               --------       --------
Cash flows from investing activities:
  Capital expenditures, net of effects of acquired
    businesses..............................................     (7,968)       (20,101)
  Acquisition of business...................................         --           (275)
  Intangible and other assets...............................        (28)            --
  Landlord contributions....................................         --          1,283
                                                               --------       --------
    Net cash used in investing activities...................     (7,996)       (19,093)
                                                               --------       --------
Cash flows from financing activities:
  Net line of credit repayment..............................     (6,000)            --
  Repayments of borrowings..................................     (1,048)        (1,105)
                                                               --------       --------
    Net cash used in financing activities...................     (7,048)        (1,105)
                                                               --------       --------
    Net increase in cash and cash equivalents...............      6,148            371
Cash and cash equivalents at beginning of period............      3,365          5,458
                                                               --------       --------
    Cash and cash equivalents at end of period..............   $  9,513       $  5,829
                                                               ========       ========
Summary of change in certain working capital components, net
  of effects of acquired businesses:
  Decrease (increase) in accounts receivable................   $   (141)           247
  Decrease in inventory.....................................        103            118
  Decrease in prepaid expenses, prepaid income taxes, and
    other current assets....................................      2,347            938
  Increase in accounts payable and accrued expenses.........      4,600          4,230
  Increase in deferred revenue..............................      5,090          5,040
                                                               --------       --------
    Net changes in working capital..........................   $ 11,998       $ 10,573
                                                               ========       ========
  Supplemental disclosures of cash flow information:
    Noncash investing and financing activities:
</Table>

    The Company assumed $445 of long term debt in connection with a club
acquisition during the three month period ended March 31, 2002.

    The Company acquired $950 and $957 of club equipment financed by lessors
during the three month periods ended March 31, 2002 and 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 MARCH 31, 2002
                                  (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 quarter ended March 31, 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,    MARCH 31,
                                                                  2001          2002
                                                                (000'S)        (000'S)
                                                              ------------    ---------
<S>                                                           <C>             <C>
Series B 9 3/4% Senior Notes, due 2004......................    $125,000      $125,000
Line of Credit borrowings...................................      22,745        22,745
Subordinated credit borrowings..............................       6,000         6,000
Notes payable for acquired businesses.......................       2,931         3,050
Capital lease obligations...................................       7,303         7,474
                                                                --------      --------
                                                                 163,979       164,269
Less, Current portion due within one year...................       4,015         4,542
                                                                --------      --------
Long-term portion...........................................    $159,964      $159,727
                                                                ========      ========
</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
$22.7 million of Eurodollar borrowings outstanding as of March 31, 2002 and
outstanding letters of credit issued totaled $1.4 million. As of March 31, 2002
the interest rate charged on the outstanding Eurodollar borrowings was 4.44%.
The unutilized portion of the line of credit as of March 31, 2002, was $850,000.
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. On February 28, 2002 the Agreement was amended
such that the interest on principal borrowings accrues at the greater of 12.75%
or the bank's prime rate plus 3.0% per annum. Prior to this amendment interest
on borrowings was charged at 13.0%. 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 March 31, 2002 the rate in effect was 12.75%. There were $6.0
million of outstanding borrowings under the Agreement as of March 31, 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
have 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, the 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. 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 a single reporting unit.

                                        6
<PAGE>

     A reconciliation of reported net income for the three month period March
31, 2001 to net income adjusted for the impact of SFAS 142 over that same period
is as follows:

<Table>
<Caption>
                                                              MARCH 31, 2001
                                                                 (000'S)
                                                              --------------
<S>                                                           <C>
Net income as reported......................................      $1,879
Goodwill amortization.......................................       1,096
Deferred tax benefit........................................        (365)
                                                                  ------
Net income as adjusted......................................      $2,610
                                                                  ======
</Table>

     Below is a summary of the Company's acquired amortized intangible assets as
of March 31, 2002.

<Table>
<Caption>
                                                                AS OF MARCH 31, 2002
                                                                      (000'S)
                                         ------------------------------------------------------------------
      ACQUIRED INTANGIBLE ASSETS         GROSS CARRYING AMOUNT   ACCUMULATED AMORTIZATION   NET INTANGIBLES
      --------------------------         ---------------------   ------------------------   ---------------
<S>                                      <C>                     <C>                        <C>
Membership Lists.......................         $ 9,834                  $ (9,301)               $533
Covenants-not-to-compete...............           1,276                      (964)                312
Beneficial Lease.......................             223                      (154)                 69
                                                -------                  --------                ----
                                                $11,333                  $(10,419)               $914
                                                =======                  ========                ====
     The amortization expense of the above acquired intangible assets for each of the five years ended
December 31, 2006 is as follows:
</Table>

<Table>
<Caption>
AGGREGATE AMORTIZATION EXPENSE ($000'S)
---------------------------------------
<S>                                      <C>                     <C>                        <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                          11
                                                -------
                                                $ 1,358
                                                =======
</Table>

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

(a) Amortization expense for the three months ended March 31, 2002 amounted to
$444.

5. RESTATEMENT AT MARCH 31, 2002 AND RECLASSIFICATION OF PRIOR PERIOD RELATED TO
SERIES A PREFERRED STOCK

     At December 31, 2001 and March 31, 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 March 31, 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 March 31,
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 of the
December 31, 2001 and the restatement at March 31, 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

                                        7
<PAGE>

the overall effect of the reclassification /restatement on the Company's
stockholders' deficit at December 31, 2001 and March 31, 2002:

<Table>
<Caption>
                                                              DECEMBER 31,   MARCH 31,
                                                                  2001         2002
                                                              ------------   ---------
<S>                                                           <C>            <C>
Stockholders' deficit prior to reclassification and
  restatement, respectively.................................    $ (2,365)    $ (2,224)
Reclassification and restatement of Series A stock,
  respectively..............................................    $(30,432)    $(31,497)
Stockholders' deficit after the reclassification and
  restatement, respectively.................................    $(32,797)    $(33,721)
</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.

                                        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 10Q/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

                                        12