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Exhibit 31.2






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| | 1. I have reviewed this quarterly report on Form 10-Q
    of Town Sports International Holdings, Inc.;                                                                                                                                                                                                                                               
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| | 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;
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| | 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;                         
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| | 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-15 and 15d-15(e)) for the registrant and we have:                                                                                                          



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| | (a) Designed such disclosure controls and procedures, or
    caused such disclosure controls and procedures to be designed
    under our supervision, 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;
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| | (b) Evaluated the effectiveness of the registrants
    disclosure controls and presented in this report our conclusions
    about the effectiveness of the disclosure controls and
    procedures, as of the end of the period covered by this report
    based on such evaluation; and                                                                                                                            
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| | (c) Disclosed in this report any change in the
    registrants internal control over financial reporting that
    occurred during the registrants most recent fiscal quarter
    that has materially affected, or is reasonably likely to
    materially affect, the registrants internal control over
    financial reporting;                                                                                  



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| | 5. The registrants other certifying officers and I
    have disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of the registrants board
    of directors (or persons performing the equivalent function):



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| | (a) All significant deficiencies and material weakness in
    the design or operation of internal controls over financial
    reporting which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and
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| | (b) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal control over financial reporting;                                                                                                      





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|By: | /s/ Richard Pyle






Chief Financial Officer


Office of the President