<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 SEPTEMBER 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 SEPTEMBER 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 September 30, 2002.....................    2
     b) Condensed Consolidated Statements of Operations for
        the three and nine months ended September 30, 2001
        and 2002............................................    3
     c) Condensed Consolidated Statements of Cash Flows for
        the nine months ended September 30, 2001 and 2002...    4
     d) Notes to Condensed Consolidated Financial
        Statements..........................................    5
 Item 4. Controls and Procedures............................    8
 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 SEPTEMBER 30, 2002

<Table>
<Caption>
                                                              DECEMBER 31,   SEPTEMBER 30,
                                                                  2001           2002
                                                              ------------   -------------
                                                              (SEE NOTE 6)   (AS RESTATED
                                                              ------------    SEE NOTE 6)
                                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                                          ASSETS
Current assets:
  Cash and cash equivalents.................................    $  5,458       $  5,063
  Accounts receivable.......................................       1,355            664
  Inventory.................................................       1,326          1,443
  Prepaid expenses and other current assets.................       3,113          4,635
                                                                --------       --------
         Total current assets...............................      11,252         11,805
Fixed assets, net of accumulated depreciation of $78,680 and
  $98,013 at December 31, 2001 and September 30, 2002,
  respectively..............................................     200,120        208,358
Goodwill, net of accumulated amortization of $13,557 and
  $12,988 at December 31, 2001 and September 30, 2002,
  respectively..............................................      42,145         41,457
Intangible assets, net of accumulated amortization of
  $15,325 and $17,760 at December 31, 2001 and September 30,
  2002, respectively........................................       6,515          4,352
Deferred tax asset..........................................      19,092         21,577
Deferred membership costs...................................      14,748         15,166
Other assets................................................       2,133          1,846
                                                                --------       --------
         Total assets.......................................    $296,005       $304,561
                                                                ========       ========
                       LIABILITIES, REDEEMABLE PREFERRED STOCK AND
                                  STOCKHOLDERS' DEFICIT
Current liabilities:
  Current portion of long-term debt and capital lease
    obligations.............................................    $  4,015       $  4,580
  Accounts payable..........................................       7,615          3,159
  Accrued expenses..........................................      18,474         24,783
  Corporate income taxes payable............................         444            182
  Deferred revenue..........................................      23,269         27,622
                                                                --------       --------
         Total current liabilities..........................      53,817         60,326
Long-term debt and capital lease obligations................     159,964        148,929
Deferred lease liabilities..................................      21,510         23,136
Deferred revenue............................................       3,609          3,798
Other liabilities...........................................       4,783          7,755
                                                                --------       --------
         Total liabilities..................................     243,683        243,944
                                                                --------       --------
Redeemable preferred stock:
Redeemable senior preferred stock, $1.00 par value;
  liquidation value $57,416 and $62,668 at December 31,
  2001, and September 30, 2002, respectively; authorized
  100,000 shares; 40,000 shares issued and outstanding at
  December 31, 2001 and September 30, 2002..................      54,687         60,194
Series A redeemable preferred stock, at liquidation value
  (see Note 6)..............................................      30,432         33,702
                                                                --------       --------
                                                                  85,119         93,896
                                                                --------       --------
Stockholders' (deficit) equity:
  Series B preferred stock, at liquidation value............         265            294
  Class A voting common stock, $.001 par value; 1,028,698
    shares issued and outstanding...........................           1              1
  Paid-in capital...........................................      11,695         12,538
  Unearned compensation.....................................        (422)          (364)
  Foreign currency translation adjustment...................          21            163
  Accumulated deficit.......................................     (44,357)       (45,911)
                                                                --------       --------
         Total stockholders' deficit........................     (32,797)       (33,279)
                                                                --------       --------
         Total liabilities, redeemable preferred stock and
           stockholders' deficit............................    $296,005       $304,561
                                                                ========       ========
</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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                   THREE MONTHS ENDED           NINE MONTHS ENDED
                                                     SEPTEMBER 30,                SEPTEMBER 30,
                                               --------------------------   --------------------------
                                                  2001           2002          2001           2002
                                               -----------    -----------   -----------    -----------
                                               (UNAUDITED)    (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
<S>                                            <C>            <C>           <C>            <C>
Revenues:
  Club operations............................    $71,269        $80,678      $208,150       $236,598
  Fees and other.............................      1,119          1,093         2,743          2,935
                                                 -------        -------      --------       --------
                                                  72,388         81,771       210,893        239,533
                                                 -------        -------      --------       --------

Operating expenses:
  Payroll and related........................     28,724         32,893        83,366         97,333
  Club operating.............................     23,455         27,443        65,854         75,785
  General and administrative.................      5,033          5,040        14,034         14,924
  Depreciation and amortization..............      8,047          7,824        23,802         23,768
                                                 -------        -------      --------       --------
                                                  65,259         73,200       187,056        211,810
                                                 -------        -------      --------       --------
  Operating income...........................      7,129          8,571        23,837         27,723
Interest expense.............................      3,713          4,112        11,278         12,398
Interest income..............................        (84)           (38)         (347)          (116)
                                                 -------        -------      --------       --------
  Income before provision for corporate
     income tax and cumulative effect of
     change in accounting principle..........      3,500          4,497        12,906         15,441
Provision for corporate income tax...........      1,856          2,368         6,398          7,498
                                                 -------        -------      --------       --------
  Income before cumulative effect of a change
     in accounting principle.................      1,644          2,129         6,508          7,943
  Cumulative effect of a change in accounting
     principle, net of income tax benefit of
     $612....................................         --             --            --            689
                                                 -------        -------      --------       --------
  Net income.................................      1,644          2,129         6,508          7,254
Accreted dividends on preferred stock........     (2,612)        (2,958)       (7,555)        (8,552)
                                                 -------        -------      --------       --------
  Net loss attributable to common
     stockholders............................    $  (968)       $  (829)     $ (1,047)      $ (1,298)
                                                 =======        =======      ========       ========
</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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
                               ALL FIGURES $'000

<Table>
<Caption>
                                                                  NINE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                              --------------------------
                                                                 2001           2002
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income................................................   $  6,508       $  7,254
                                                               --------       --------
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization.............................     23,802         23,768
  Goodwill impairment write-off.............................         --          1,301
  Club closure costs........................................         --          1,095
  Compensation expense in connection with stock options.....        898            901
  Noncash rental expense, net of noncash rental income......      2,330          1,278
  Share of net income in affiliated companies...............       (581)          (523)
  Amortization of debt issuance costs.......................      1,412          1,435
  Change in certain working capital components..............     10,295          9,804
  Increase in deferred tax asset............................     (3,171)        (2,485)
  Increase in deferred membership costs.....................     (1,797)          (418)
  Other.....................................................         96            136
                                                               --------       --------
    Total adjustments.......................................     33,284         36,292
                                                               --------       --------
    Net cash provided by operating activities...............     39,792         43,546
                                                               --------       --------
Cash flows from investing activities:
  Capital expenditures, net of effects of acquired
    businesses..............................................    (36,494)       (34,324)
  Acquisition of businesses.................................     (1,201)          (348)
  Intangible and other assets...............................       (245)           287
  Landlord contributions....................................        275          3,467
                                                               --------       --------
    Net cash used in investing activities...................    (37,665)       (30,918)
                                                               --------       --------
Cash flows from financing activities:
  Net line of credit (repayment)............................     (1,000)       (12,000)
  Subordinated credit borrowings, net of expenses...........         --          2,810
  Repayments of notes for acquired businesses and capital
    lease obligations borrowings............................     (2,332)        (3,833)
                                                               --------       --------
    Net cash used in financing activities...................     (3,332)       (13,023)
                                                               --------       --------
    Net decrease in cash and cash equivalents...............     (1,205)          (395)
Cash and cash equivalents at beginning of period............      3,365          5,458
                                                               --------       --------
    Cash and cash equivalents at end of period..............   $  2,160       $  5,063
                                                               ========       ========
Summary of change in certain working capital components, net
  of effects of acquired businesses:
  (Increase) decrease in accounts receivable................   $   (105)      $    384
  Increase in inventory.....................................       (350)          (117)
  Decrease (increase) in prepaid expenses, prepaid income
    taxes and other current assets..........................      1,303           (999)
  Increase in accounts payable and accrued expenses.........      6,310          6,159
  Increase in deferred revenue..............................      3,137          4,377
                                                               --------       --------
    Net changes in working capital..........................   $ 10,295       $  9,804
                                                               ========       ========
  Supplemental disclosures of cash flow information:
</Table>

     Noncash investing and financing activities:

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

     The Company acquired $1,889 and $1,565 of club equipment financed by
lessors during the nine months ended September 30, 2002 and September 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 SEPTEMBER 30, 2002
                                  (UNAUDITED)

1.  BASIS OF PRESENTATION

     The condensed consolidated financial statements included herein have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The condensed consolidated financial statements should be
read in conjunction with our 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. We believe 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 and the club closure costs, are of a normal
and recurring nature. The results for the three and the nine months ended
September 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,    SEPTEMBER 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          10,771
Subordinated credit borrowings..............................       6,000           9,000
Notes payable for acquired businesses.......................       2,931           2,232
Capital lease obligations...................................       7,303           6,506
                                                                --------        --------
                                                                 163,979         153,509
Less, Current portion due within one year...................       4,015           4,580
                                                                --------        --------
Long-term portion...........................................    $159,964        $148,929
                                                                ========        ========
</Table>

     We have a line of credit, with our principal banks for direct borrowings
and letters of credit of up to $25.0 million. The line of credit carries
interest at our option, based upon the Eurodollar borrowing rate plus 2.50% or
the bank's prime rate plus 1.50%, as defined. There were $10.8 million of
Eurodollar borrowings outstanding as of September 30, 2002 and outstanding
letters of credit issued totaled $1.9 million. As of September 30, 2002 the
interest rate charged on the outstanding Eurodollar borrowings was 4.38%. The
unutilized portion of the line of credit as of September 30, 2002 was $12.4
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, we 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 our
option. As of September 30, 2002 there were $9.0 million of outstanding
borrowings under the agreement and the rate in effect was 12.75%. The Agreement
contains similar, but less restrictive covenants than those of the line of
credit. The unutilized portion of this Agreement was $11.0 million as of
September 30, 2002.

                                        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 and were back in operation by October 2001,
while the fourth club was reopened in September 2002.

     We carry 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. In August 2002, a second policy
payment of $250,000 was received.

     Although we have business interruption insurance to cover certain lost
profits at all four clubs, we cannot predict with any degree of certainty what
future amounts will actually be received from the insurance carrier. Furthermore
we cannot, at this time, determine whether the assets related to the fourth 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.  CLUB CLOSURE COSTS

     In the quarter ended September 30, 2002 we recorded a $1.1 million net
write-off of fixed assets related to a club that has been scheduled for closure
November 30, 2002. This club has been operating under a short term lease and we
have not been able to extend the lease on acceptable economic terms. These club
closure costs have been included with club operating expenses.

5.  RECENT ACCOUNTING PRONOUNCEMENTS

     In July, 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 146, ("SFAS 146") Accounting for Costs Associated with Exit or
Disposal Activities, which we are required to adopt on January 1, 2003. SFAS 146
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. We do not expect that adoption of the standard will have
a material adverse effect on our consolidated financial position or results of
operations.

     In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." ("SFAS 145"). SFAS 145 rescinds SFAS No. 4, Reporting Gains and
Losses from Extinguishment of Debt, and SFAS No. 64, Extinguishment of Debt Made
to Satisfy Sinking-Fund Requirements. The provisions of this statement are
effective January 1, 2003. This Statement also amends SFAS No. 13, Accounting
for Leases, to require sale-leaseback accounting for certain lease modifications
that have economic impact similar to sale-leaseback transactions and amends
certain other authoritative pronouncements. These provisions of SFAS No. 145,
adopted in May 2002, had no impact on our consolidated financial position or
results of operations. In the event we extinguish our long-term debt obligations
prior to their original maturities, the related debt extinguishment costs will
be reported within operating income, rather than an extraordinary item.

     In July 2001, the FASB issued Statement No. 141, Business Combinations
("SFAS 141") 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"). SFAS 142 required that
the useful lives of these amortizable intangible assets be

                                        6
<PAGE>

reassessed. These statements apply to all business combinations that are
initiated or completed after June 30, 2001 and the effective date of these
pronouncements is January 1, 2002.

     Effective January 1, 2002 we 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 we
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.

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

<Table>
<Caption>
                                                             THREE MONTHS ENDED   NINE MONTHS ENDED
                                                             SEPTEMBER 30, 2001   SEPTEMBER 30, 2001
                                                                  (000'S)              (000'S)
                                                             ------------------   ------------------
<S>                                                          <C>                  <C>
Net income as reported.....................................        $1,644               $6,508
Goodwill amortization......................................         1,080                3,247
Deferred tax benefit.......................................          (328)                (984)
                                                                   ------               ------
Net income as adjusted.....................................        $2,396               $8,771
                                                                   ======               ======
</Table>

     A summary of our acquired amortizable intangible assets as of September 30,
2002 is as follows:

<Table>
<Caption>
                                                             AS OF SEPTEMBER 30, 2002
                                                                     (000'S)
                                        ------------------------------------------------------------------
                                        GROSS CARRYING AMOUNT   ACCUMULATED AMORTIZATION   NET INTANGIBLES
      ACQUIRED INTANGIBLE ASSETS        ---------------------   ------------------------   ---------------
<S>                                     <C>                     <C>                        <C>
Membership Lists......................         $ 9,834                  $ (9,691)               $143
Covenants-not-to-compete..............           1,276                    (1,067)                209
Beneficial Lease......................             223                      (160)                 63
                                               -------                  --------                ----
                                               $11,333                  $(10,918)               $415
                                               =======                  ========                ====
</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)..............................  $1,071
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
                                                              ------
                                                              $1,376
                                                              ======
</Table>

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

(a) Amortization expense of acquired intangible assets for the three and nine
    months ended September 30, 2002 amounted to $100 and $961, respectively.

                                        7
<PAGE>

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

     At December 31, 2001 and September 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 September 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 September 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 September 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 September 30, 2002:

<Table>
<Caption>
                                                              DECEMBER 31,   SEPTEMBER 30,
                                                                  2001           2002
                                                              ------------   -------------
<S>                                                           <C>            <C>
Stockholders' equity (deficit) prior to reclassification and
  restatement, respectively.................................    $ (2,365)      $    423
Reclassification and restatement, of Series A stock,
  respectively..............................................    $(30,432)      $(33,702)
Stockholders' deficit after reclassification and
  restatement, respectively.................................    $(32,797)      $(33,279)
</Table>

ITEM 4.  CONTROLS AND PROCEDURES.

     (a) Within the 90 days prior to the date of filing this Form 10-Q/A, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chairman and
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Company's Chief Executive Officer along with the Company's Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings.

     (b) There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

                                        8
<PAGE>

                          PART II.  OTHER INFORMATION

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

     a) Exhibits

     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>

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<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;

          4. The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

             (a) Designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;

             (b) Evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

             (c) Presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

          5. The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and the
     audit committee of the registrant's board of directors:

             (a) All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

             (b) Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

          6. The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.

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;

          4. The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

             (a) Designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;

             (b) Evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

             (c) Presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

          5. The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and the
     audit committee of the registrant's board of directors:

             (a) All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

             (b) Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

          6. The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.

Date: March 14, 2003

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

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