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Exhibit 31.2

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

1. I have reviewed this quarterly report on
Form 10-Q of Town Sports International Holdings, 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-15(a) 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; and
|
| | (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                                                                                                                                
|
| | (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 (the registrants fourth quarter in the case of an
    annual report) that has materially affected, or is reasonably
    likely to materially affect, the registrants internal
    control over financial reporting;                

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 (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 which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and
|
| | (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;                                                                         



| |     |                 
| | --- | ----------------
| | By: | /s/ RICHARD PYLE

| |                        
| | -----------------------
| |                        
| | Richard Pyle           
| | Chief Financial Officer

Date: August 16, 2004