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                                                                     Exhibit 3.3



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         TOWN SPORTS INTERNATIONAL, INC.

               (Under Section 805 of the Business Corporation Law)

         The undersigned, for the purpose of amending the Certificate of
Incorporation pursuant to Section 805 of the Business Corporation Law of the
State of New York (the "Business Corporation Law"), hereby certifies:

         FIRST: The name of the corporation is Town Sports International, Inc.
(the "Corporation"). The Corporation was originally incorporated under the name
St John Squash Racquets, Inc.

         SECOND: The Certificate of Incorporation of the Corporation was filed
on June 5, 1973 by the Department of State.

         THIRD: The Certificate of Incorporation is hereby amended to increase
the number of authorized shares of Class A Common Stock, $.001 par value per
share from 1,150,000 shares of Class A Common Stock, $.001 par value per share
to 2,500,000 shares of Class A Common Stock, $.001 par value per share.

         FOURTH: The Certificate of Incorporation is hereby amended to create a
new series of stock to be designated as Senior Preferred Stock, $1.00 par value
per share of which 100,000 shares will be authorized for issuance.

         FIFTH: In order to effectuate the foregoing amendment, Article IV of
the Certificate of Incorporation is hereby amended and restated in its entirety
to read as follows:

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                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK


                                AUTHORIZED SHARES



                  The total number of shares of capital stock which the
Corporation has authority to issue is 3,500,000 shares, consisting of:

                  (i) 2,500,000 shares of Class A Common Stock, par value $.001
per share (the "CLASS A COMMON");

                  (ii) 500,000 shares of Class B Common Stock, par value $.001
per share (the "CLASS B COMMON");

                  (iii) 100,000 shares of Senior Preferred Stock, par value
$1.00 per share (the "SENIOR PREFERRED STOCK");

                  (iv) 200,000 shares of Series A Preferred Stock, par value
$1.00 per share (the "SERIES A PREFERRED STOCK"); and

                  (v) 200,000 shares of Series B Preferred Stock, par value
$1.00 per share (the "SERIES B PREFERRED STOCK").

                  The Class A Common and the Class B Common are hereafter
collectively referred to as the "COMMON STOCK." The Series A Preferred Stock and
the Series B Preferred Stock are hereafter collectively referred to as the
"JUNIOR PREFERRED STOCK."

                  In addition to any other consent or approval which may be
required pursuant to this Certificate of Incorporation, no amendment or waiver
of any provision of this Section I shall be effective without the prior approval
of the holders of a majority of the then

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outstanding Common Stock voting as a single class. For purposes of votes on
amendments and waivers to this Section I, each share of Common Stock shall be
entitled to one vote.

                           1. SENIOR PREFERRED STOCK

                  Except as otherwise provided in this Section II or as
otherwise required by applicable law, all shares of Senior Preferred Stock (each
such share, a "SENIOR SHARE") shall be identical in all respects and shall
entitle the holders thereof to the same rights and privileges, subject to the
same qualifications, limitations and restrictions.

                  A. DIVIDENDS.

                  1. GENERAL OBLIGATION. When and as declared by the
Corporation=s board of directors (the "BOARD") and to the extent permitted under
the Business Corporation Law of New York, the Corporation will pay preferential
dividends to the holders of the Senior Preferred Stock as provided in this
Section 1. Except as otherwise provided herein, dividends on each share of
Senior Preferred Stock will accrue at a rate of 12% per annum of the Liquidation
Value of such Senior Share from and including the date of issuance of such share
to and including the date on which the Liquidation Value (plus all accumulated,
accrued and unpaid dividends thereon) of such Senior Share is paid in full. Such
dividends will accrue whether or not they have been declared and whether or not
there are profits, surplus or other funds of the Corporation legally available
for the payment of dividends. The date on which the Corporation initially issues
any Senior Share will be deemed to be its "date of issuance" regardless of the
number of times transfer of such Senior Share is made on the stock records
maintained by or for the Corporation and regardless of the number of
certificates which may be issued to evidence such Senior Share.

                  2. DIVIDEND REFERENCE DATES. To the extent that all accrued
dividends are not paid on each May 31 and November 30 of each year beginning May
31, 1999 (the "DIVIDEND REFERENCE DATES"), all dividends which have accrued on
each Senior Share outstanding during the six-month period (or other period in
the case of the initial Dividend Reference Date) ending upon each such Dividend
Reference Date will be accumulated and added to the Liquidation Value of such
Senior Shares.

                  3. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. If at any time
the Corporation elects to pay dividends in cash and pays less than the total
amount of dividends then accrued and unpaid with respect to the Senior Preferred
Stock, such payment will be



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<PAGE>

distributed ratably among the holders of Senior Shares based upon the aggregate
accrued but unpaid dividends on the Senior Shares held by each such holder, and
any amounts of such dividends remaining thereafter shall, until paid to the
holder thereof, remain accumulated dividends with respect to such Senior Share
and shall remain part of the Liquidation Value thereof.



                  4. PAYMENT OF STOCK DIVIDENDS. In the sole discretion of the
Corporation, any dividends accruing on the Senior Shares may be paid, in lieu of
cash dividends, by the issuance of additional Senior Shares (including
fractional Senior Shares) having an aggregate Liquidation Value at the time of
such payment equal to the amount of the dividend to be paid; PROVIDED, that if
the Corporation pays less than the total amount of dividends then accrued on the
Senior Preferred Stock in the form of additional Senior Shares, such payment in
Senior Shares shall be made PRO RATA to the holders of Senior Shares based upon
the aggregate accrued but unpaid dividends on the Senior Shares held by each
such holder.

         B. LIQUIDATION. Upon any liquidation, dissolution or winding up of the
Corporation, before any distribution or payment is made upon any Junior
Securities, the holders of Senior Shares shall be entitled to be paid an amount
in cash equal to the aggregate Liquidation Value (plus all accumulated, accrued
and unpaid dividends thereon) of all such Senior Shares outstanding, and the
holders of Senior Shares as such will not be entitled to any further payment. If
upon any such liquidation, dissolution or winding up of the Corporation, the
Corporation=s assets to be distributed among the holders of the Senior Preferred
Stock are insufficient to permit payment to such holders of the aggregate amount
which they are entitled to be paid, then the entire assets to be distributed to
the holders of Senior Preferred Stock shall be distributed ratably among such
holders based upon the aggregate Liquidation Value (plus all accumulated,
accrued and unpaid dividends) of the Senior Shares held by each such holder.
Prior to the time of any liquidation, dissolution or winding up of the
Corporation, the Corporation shall declare for payment all accrued and unpaid
dividends with respect to the Senior Preferred Stock. The Corporation will mail
written notice of such liquidation, dissolution or winding up, not less than 10
days prior to the payment date stated therein, to each record holder of Senior
Preferred Stock. Neither the consolidation or merger of the Corporation into or
with any other corporation or corporations, nor the reduction of the capital
stock of the Corporation, will be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 2.


         C. REDEMPTIONS.

                  1. SCHEDULED REDEMPTION. On the earlier of (x) November 13,
2008 or (y) six months after the later to occur of (i) the consummation of a
Conversion Event and (ii) the date on which the Corporation has fully repaid and
fulfilled its obligations under 




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the terms and conditions of that certain indenture dated as of October 16, 1997,
by and between the Corporation and the United States Trust Company of New York
(the "SCHEDULED REDEMPTION DATE"), the Corporation will redeem all issued and
outstanding Senior Shares, at a price per Senior Share equal to the Liquidation
Value thereof (plus all accumulated, accrued and unpaid dividends thereon).

                  2. OPTIONAL REDEMPTIONS. The Corporation may at any time
redeem all or any portion of the Senior Preferred Stock then outstanding at a
price per Senior Share equal to the Liquidation Value thereof (plus all
accumulated, accrued and unpaid dividends thereon); PROVIDED, that all partial
optional redemptions of Senior Preferred Stock pursuant to this subparagraph 3B
shall be made PRO RATA among the holders of such Senior Preferred Stock on the
basis of the number of Senior Shares held by each such holder in the order and
priority specified in Section 3C. Redemptions made pursuant to this Section 3B
will not relieve the Corporation of its obligations to redeem outstanding Senior
Shares on the Scheduled Redemption Date.

                  3. REDEMPTION PRICE. For each Senior Share which is to be
redeemed, the Corporation will be obligated on the Redemption Date to pay to the
holder thereof (upon surrender by such holder at the Corporation=s principal
office of the certificate representing such Senior Share) an amount in
immediately available funds equal to the Liquidation Value thereof (plus all
accumulated, accrued and unpaid dividends thereon). If the Corporation=s funds
which are legally available for redemption of Senior Shares on any Redemption
Date are insufficient to redeem the total number of Senior Shares to be redeemed
on such date, those funds which are legally available will be used to redeem the
maximum possible number of Senior Shares to be redeemed (if any) ratably among
the holders of the Senior Shares to be redeemed based upon the aggregate
Liquidation Value of such Senior Shares (plus all accumulated, accrued and
unpaid dividends thereon) held by each such holder and other Senior Shares not
so redeemed shall remain issued and outstanding until redeemed in accordance
with the terms thereof. At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Senior Shares, such
funds will immediately be used to redeem the balance of the Senior Shares which
the Corporation has become obligated to redeem on any Redemption Date but which
it has not redeemed in the order and priority set forth above.


                  4. NOTICE OF REDEMPTION. The Corporation will mail written
notice of each redemption of Senior Preferred Stock to each record holder of
Senior Shares to be redeemed not more than 30 nor less than 10 days prior to the
date on which such redemption is to be made. Upon mailing any notice of
redemption which relates to a redemption at the Corporation=s option, the
Corporation will become obligated to redeem the total number of Senior Shares
specified in such notice at the time of redemption specified therein. In case
fewer than the total number of Senior Shares represented by any certificate are
redeemed, a new



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certificate representing the number of unredeemed Senior Shares will be issued
to the holder thereof without cost to such holder within three business days
after surrender of the certificate representing the redeemed Senior Shares.

                  5. DETERMINATION OF THE NUMBER OF EACH HOLDER=S SENIOR SHARES
TO BE REDEEMED. Except as otherwise provided herein, the number of Senior Shares
to be redeemed from each holder thereof in redemptions hereunder will be the
number of Senior Shares determined by multiplying the total number of Senior
Shares to be redeemed times a fraction, the numerator of which will be the total
number of Senior Shares then held by such holder and the denominator of which
will be the total number of Senior Shares then outstanding.

                  6. DIVIDENDS AFTER REDEMPTION DATE. No Senior Share is
entitled to any dividends accruing after the date on which the Liquidation Value
(plus all accumulated, accrued and unpaid dividends thereon) of such Senior
Share is paid in full in immediately available funds. On such date all rights of
the holder of such Senior Share will cease, and such Senior Share will not be
deemed to be outstanding.

                  7. REDEEMED OR OTHERWISE ACQUIRED SENIOR SHARES. Any Senior
Shares which are redeemed or otherwise acquired by the Corporation will be
canceled and will not be reissued, sold or transferred.

                  8. OTHER REDEMPTIONS OR ACQUISITIONS. Neither the Corporation
nor any Subsidiary will redeem or otherwise acquire any Senior Preferred Stock,
except as expressly authorized herein or pursuant to a purchase offer made pro
rata to all holders of the Senior Preferred Stock on the basis of the number of
Shares of Senior Preferred Stock owned by each such holder.

                  9. PRIORITY OF SENIOR PREFERRED STOCK. So long as any Senior
Preferred Stock remains outstanding, without the approval of the holders of a
majority of the Senior Shares then outstanding, neither the Corporation nor any
Subsidiary shall (i) declare or pay any dividends on any Junior Securities
(other than dividends declared in connection with any stock splits, stock
dividends, share combinations, share exchanges, or other recapitalizations in
which such dividends are made in the form of Junior Securities), or (ii)
repurchase or otherwise redeem any Junior Securities; PROVIDED, that the
Corporation may purchase shares of Common Stock from employees of the
Corporation and its Subsidiaries upon termination of employment.


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<PAGE>

         D. CONVERSION OF SENIOR PREFERRED STOCK.



                  1. OPTIONAL CONVERSION. Subject to Section 4B below, upon the
consummation of an Initial Public Offering (the "CONVERSION EVENT"), each Senior
Share shall, at the option of the holder of such Senior Share, be converted (and
the rights of the holder of the Senior Shares shall cease) into a number of
shares of the Corporation=s Class A Common equal to the (i) Liquidation Value of
such Senior Share as of the date of such Conversion Event (plus all accumulated,
accrued and unpaid dividends thereon) divided by (ii) the price at which each
share of Class A Common was sold in such Initial Public Offering. The
Corporation shall give prompt written notice to each holder of Senior Shares if
a Conversion Event has occurred, which notice shall describe in reasonable
detail the Conversion Event that has occurred.

                  2. SURRENDER OF CERTIFICATES. Each conversion of Senior Shares
into shares of Class A Common shall be effected by the surrender of the
certificate or certificates representing the Senior Shares to be converted at
the principal office of the Corporation at any time during normal business
hours, together with a written notice by the holder of such Senior Shares
stating that such holder desires to convert the Senior Shares, or a stated
number of the Senior Shares, represented by such certificate or certificates
into shares of Class A Common. Each conversion of Senior Shares shall be deemed
to have been effected as of the close of business on the date on which such
certificate or certificates have been surrendered and such notice has been
tendered, and at such time the rights of the holder of the converted Senior
Shares as such holder shall cease, and the person or persons in whose name or
names the certificate or certificates for shares of Class A Common are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of the shares of Class A Common represented thereby.

                  3. ISSUANCE OF CERTIFICATES. Within five Business Days after
the surrender of certificates of Senior Shares, the Corporation shall issue and
deliver in accordance with the surrendering holder=s instructions the
certificate or certificates for the Class A Common issuable upon such
conversion.

                  4. NO CHARGE. The issuance of certificates for Class A Common
upon conversion of the Senior Shares will be made without charge to the holders
of such Senior Shares of any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the related
issuance of Class A Common.

                  5. RESERVED SHARES. Upon the Conversion Event, the Corporation
shall take all such actions as may be necessary to assure that all shares of
Class A Common issuable pursuant to this Section 4 may be so issued without
violation of any applicable



                                       7
<PAGE>

law or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which will be immediately transmitted by the Corporation upon
issuance), including, but not limited to, amending the Corporation=s Articles of
Incorporation to increase the number of authorized but unissued shares of Class
A Common. All shares of Class A Common which are issuable pursuant to the terms
and conditions of this Section 4 shall, when issued, be duly and validly issued,
fully paid, and nonassessable and free from all taxes, liens and charges.

                  6. CLOSING BOOKS. The Corporation shall not close its books
against the transfer of Senior Shares in any manner which would interfere with
the timely conversion of any Senior Shares.

         E. VOTING RIGHTS. Except as otherwise provided herein and as otherwise
required by law, the Senior Preferred Stock shall have no voting rights;
PROVIDED, that each holder of Senior Preferred Stock shall be entitled to notice
of all stockholders meetings at the same time and in the same manner as notice
is given to the stockholders entitled to vote at such meeting. With respect to
any issue required to be voted on and approved by holders of Senior Preferred
Stock, the holders of Senior Preferred Stock will vote as a single class.


         F. COVENANTS. Notwithstanding anything to the contrary contained in
this Article IV, the Corporation shall not take any of the following actions
without the prior written consent received in accordance with Section 10 hereof:
(i) creating or issuing any class or series of equity security of the
Corporation that is senior or PARI PASSU in priority to the Senior Preferred
Stock; PROVIDED, that the Corporation may issue additional shares of Senior
Preferred Stock with an aggregate initial Liquidation Value of up to $25.0
million (the "ADDITIONAL SENIOR PREFERRED ISSUANCE"); (ii) redeeming or
repurchasing any Junior Security; PROVIDED, that the foregoing clause (ii) shall
not apply to redemptions or repurchases of any Junior Security from any employee
of the Corporation upon the death, disability, retirement or other termination
of such employee; (iii) increasing the number of authorized shares of Senior
Preferred Stock; PROVIDED, that the foregoing clause (iii) shall not apply to
the Additional Senior Preferred Issuance; (iv) declaring or paying any dividends
on any Junior Securities (other than dividends declared in connection with any
stock splits, stock dividends, share combinations, share exchanges, or other
recapitalizations in which such dividends are made in the form of Junior
Securities); and (v) entering into any transaction or series of transactions
after the date hereof, whether or not in the ordinary course of business with
any Affiliate or 5% Owner (or any Affiliate of such 5% Owner); PROVIDED, that
the foregoing clause (v) shall not apply to (A) employment arrangements with any
Executive or employees of the Corporation entered into in the ordinary course of
business, (B) any transactions expressly permitted or contemplated by the
Transaction Agreements, or (C) any transaction consented to by not less than 70%
of the 



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Shareholder Shares (as such term is defined in the Shareholders Agreement),
excluding for purposes of this clause (C) Shareholder Shares held by such
Affiliate or 5% Owner.

         G. REGISTRATION OF TRANSFER. The Corporation will keep at its principal
office a register for the registration of Senior Preferred Stock. Upon the
surrender of any certificate representing Senior Preferred Stock at such place,
the Corporation will, at the request of the record holder of such certificate,
execute and deliver (at the Corporation=s expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Senior Shares represented by the surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
Senior Shares as is requested by the holder of the surrendered certificate and
will be substantially identical in form to the surrendered certificate, and
dividends will accrue on the Senior Preferred Stock represented by such new
certificate from the date to which dividends have been fully paid on such Senior
Preferred Stock represented by the surrendered certificate.

         H. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Corporation (an affidavit of the registered holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing Senior Shares, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is an institutional investor its own
agreement will be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation will (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind representing
the number of Senior Shares of such class represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate, and dividends will accrue on the Senior
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

         I. DEFINITIONS. The following definitions apply only to this 
Section II.

                  "AFFILIATE" shall mean, as to any Person, any other Person
which directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control" (including,
with its correlative meanings, "controlled by" and "under common control with")
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).

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                  "AMENDED REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights Agreement, dated as of December 10, 1996, by and among the Corporation
and its shareholders, as amended by the First Amendment to Registration Rights
Agreement, dated as of November 13, 1998, by and among the Corporation and
certain shareholders of the Corporation, as the same may be amended, restated,
or modified from time to time.

                  "BUSINESS DAY" means any day, excluding Saturday, Sunday, and
any day which shall be in the City of New York a legal holiday or a day on which
banking institutions are authorized by law or other governmental actions to
close.

                  "CONVERSION EVENT" has the meaning set forth in Section 4A.

                  "5% OWNER" means any Person who owns in excess of 5% of the
Common Stock on a fully diluted basis.

                  "INITIAL PUBLIC OFFERING" means the underwritten initial
public offering of Common Stock registered under the Securities Act.

                  "JUNIOR SECURITIES" means any of the Corporation=s equity
securities, other than the Senior Preferred Stock, including, without
limitation, the Junior Preferred Stock and the Common Stock.

                  "LIQUIDATION VALUE" of any Senior Share as of any particular
date will be equal to the sum of $1,000.00 per Senior Share, plus any and all
accumulated and unpaid dividends which are added to the Liquidation Value
pursuant to Section 1B above.

                  "PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

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                  "REDEMPTION DATE" as to any Senior Share means (x) November
13, 2008 or (y) the date specified in the notice of any redemption at the
Corporation=s option or the applicable date specified herein in the case of any
other redemption; PROVIDED, that no such date will be a Redemption Date unless
the applicable Liquidation Value (plus all accumulated, accrued and unpaid
dividends thereon) is actually paid, and if not so paid, the Redemption Date
will be the date on which such Liquidation Value (plus all accumulated, accrued
and unpaid dividends thereon) is fully paid.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SHAREHOLDERS AGREEMENT" means the Amended and Restated
Shareholders Agreement, dated as of November 13, 1998, by and among the
Corporation and certain shareholders of the Corporation, as the same may be
amended, restated, or modified from time to time.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of Senior Shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
association or other business entity, a majority of the partnership or other
similar ownership interest thereof is at the time owned or controlled, directly
or indirectly, by any Person or one or more Subsidiaries of that Person or a
combination thereof. For purposes hereof, a Person or Persons shall be deemed to
have a majority ownership interest in a partnership, association or other
business entity if such Person or Persons shall be allocated a majority of
partnership, association or other business entity gains or losses or shall be or
control the managing director or a general partner of such partnership,
association or other business entity.

                  "TRANSACTION AGREEMENTS" means (i) the Shareholders Agreement,
(ii) the Amended Registration Rights Agreement, (iii) the Senior Preferred Stock
Purchase Agreement (as defined in the Shareholders Agreement), (iv) the Investor
Agreements (as defined in the Shareholders Agreement), (v) the Warrant Documents
(as defined in the Shareholders Agreement), (vi) the Second Senior Preferred
Stock Purchase Agreement (as defined in the Shareholder Agreement) (when and if
executed and delivered by the parties thereto), (vii) the Executive Agreements
(as defined in the Shareholders Agreement), (viii) the Common Option Agreements
(as defined in the Shareholders Agreement), (ix) the Preferred Option Agreements
(as defined in the Shareholders Agreement), and (x) the Professional Services
Agreement, dated as of December 10, 1996, by and among the Corporation and an
Affiliate of Bruckmann, Rosser, Sherrill & Co., L.P.

                                       12
<PAGE>

         J. AMENDMENT AND WAIVER

                  No amendment, modification or waiver will be binding or
effective with respect to any provision of this Section II without the prior
written consent of the holders of Senior Preferred Stock with a Liquidation
Value representing more than fifty percent (50%) of the aggregate Liquidation
Value of such Senior Preferred Stock then outstanding. Notwithstanding anything
to the contrary contained herein, no amendment, modification or waiver of any
provision of this Section II that adversely affects any holder of Senior
Preferred Stock and is prejudicial to such holder relative to all other holders
of Senior Preferred Stock shall be effective against such holder without such
holder=s consent.

         K. NOTICES

                  Except as otherwise expressly provided, all notices referred
to herein will be in writing and will be delivered by registered or certified
mail, return receipt requested, postage prepaid and will be deemed to have been
given when so mailed (i) to the Corporation, at its principal executive offices
and (ii) to any stockholder, at such holder=s address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).

                  JUNIOR PREFERRED STOCK

                  Except as otherwise provided in this Section III or as
otherwise required by applicable law, all shares of Junior Preferred Stock shall
be identical in all respects and shall entitle the holders thereof to the same
rights and privileges, subject to the same qualifications, limitations and
restrictions.

         A. DIVIDENDS.

                  1. GENERAL OBLIGATION. When and as declared by the
Corporation=s board of directors and to the extent permitted under the Business
Corporation Law of New York, the Corporation will pay preferential dividends to
the holders of the Junior



                                       13
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Preferred Stock as provided in this Section 1. Except as otherwise provided
herein, dividends on each share of Series A Preferred Stock will accrue at a
rate of 14% per annum and dividends on each share of Series B Preferred Stock
will accrue at a rate of 14% per annum (each share of Series A Preferred Stock
and Series B Preferred Stock being a "Share") of the Liquidation Value of such
Share from and including the date of issuance of such Share to and including the
date on which the Liquidation Value (plus all accrued and unpaid dividends
thereon) of such Share is paid in full. Such dividends will accrue whether or
not they have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payment of dividends.
The date on which the Corporation initially issues any Share will be deemed to
be its "date of issuance" regardless of the number of times transfer of such
Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
Share.

                  2. JUNIOR PREFERRED DIVIDEND REFERENCE DATES. To the extent
that all accrued dividends are not paid on each January 1 and July 1 of each
year beginning January 1, 1997 (the "Junior Preferred Dividend Reference
Dates"), all dividends which have accrued on each Share outstanding during the
six-month period (or other period in the case of the initial Junior Preferred
Dividend Reference Date) ending upon each such Junior Preferred Dividend
Reference Date will be accumulated and added to the Liquidation Value of such
Share.

                  3. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. If at any time
the Corporation elects to pay dividends in cash and pays less than the total
amount of dividends then accrued with respect to the Junior Preferred Stock,
such payment will be distributed ratably among the holders of the Junior
Preferred Stock based upon the aggregate accrued but unpaid dividends on the
Shares of such class held by each such holder.

         B. LIQUIDATION. Upon any liquidation, dissolution or winding up of the
Corporation, the holders of the Series A Preferred Stock and Series B Preferred
Stock will be entitled on a PARI PASSU basis to be paid, before any distribution
or payment is made upon any of the Corporation=s equity securities (except with
respect to any distribution or payment made upon the Senior Preferred Stock), an
amount in cash equal to the aggregate Liquidation Value (plus all accrued and
unpaid dividends thereon) of all such Shares outstanding, and the holders of
Series A Preferred Stock and Series B Preferred Stock will not be entitled to
any further payment. The Corporation will mail written notice of such
liquidation, dissolution or winding up, not less than 10 days prior to the
payment date stated therein, to each record holder of Junior Preferred Stock.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Section 2.

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<PAGE>

         C. REDEMPTIONS.

                  1. OPTIONAL REDEMPTIONS. Subject to the terms and conditions
of the Senior Preferred Stock, the Corporation may at any time redeem all or any
portion of Series A Preferred Stock and Series B Preferred Stock then
outstanding at a price per Share equal to the Liquidation Value thereof (plus
all accrued and unpaid dividends thereon); PROVIDED, that all optional
redemptions pursuant to this Section 3A are made PRO RATA among the holders of
Junior Preferred Stock on the basis of the number of Shares held by each such
holder.

                  2. REDEMPTION PRICE. For each Share which is to be redeemed
the Corporation will be obligated on the Redemption Date to pay to the holder
thereof (upon surrender by such holder at the Corporation=s principal office of
the certificate representing such Share) an amount in immediately available
funds equal to the Liquidation Value thereof (plus all accrued and unpaid
dividends thereon). If the Corporation=s funds which are legally available for
redemption of Shares on any Redemption Date are insufficient to redeem the total
number of Shares to be redeemed on such date, those funds which are legally
available will be used to redeem the maximum possible number of Shares ratably
among the holders of the Shares to be redeemed based upon the aggregate
Liquidation Value of such Shares (plus all accrued and unpaid dividends thereon)
held by each such holder and other Shares not so redeemed shall remain issued
and outstanding until redeemed in accordance with the terms thereof. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of Shares, such funds will immediately be used to redeem the
balance of the Shares which the Corporation has become obligated to redeem on
any Redemption Date but which it has not redeemed.

                  3. NOTICE OF REDEMPTION. The Corporation will mail written
notice of each redemption of Junior Preferred Stock to each record holder not
more than 30 nor less than 10 days prior to the date on which such redemption is
to be made. Upon mailing any notice of redemption which relates to a redemption
at the Corporation=s option, the Corporation will become obligated to redeem the
total number of Shares specified in such notice at the time of redemption
specified therein. In case fewer than the total number of Shares represented by
any certificate are redeemed, a new certificate representing the number of
unredeemed Shares will be issued to the holder thereof without cost to such
holder within three business days after surrender of the certificate
representing the redeemed Shares.

                  4. DETERMINATION OF THE NUMBER OF EACH HOLDER=S SHARES TO BE
REDEEMED. Except as otherwise provided herein, the number of Shares of Junior
Preferred 



                                       14
<PAGE>

Stock to be redeemed from each holder thereof in redemptions hereunder will be
the number of Shares determined by multiplying the total number of Shares to be
redeemed times a fraction, the numerator of which will be the total number of
Shares then held by such holder and the denominator of which will be the total
number of Shares of Junior Preferred Stock then outstanding.

                  5. DIVIDENDS AFTER REDEMPTION DATE. No Share is entitled to
any dividends accruing after the date on which the Liquidation Value (plus all
accrued and unpaid dividends thereon) of such Share is paid in full. On such
date all rights of the holder of such Share will cease, and such Share will not
be deemed to be outstanding.

                  6. REDEEMED OR OTHERWISE ACQUIRED SHARES. Any Shares which are
redeemed or otherwise acquired by the Corporation will be canceled and will not
be reissued, sold or transferred.

                  7. OTHER REDEMPTIONS OR ACQUISITIONS. Subject to the terms and
conditions of the Senior Preferred Stock, neither the Corporation nor any
Subsidiary will redeem or otherwise acquire any Junior Preferred Stock, except
as expressly authorized herein or pursuant to a purchase offer made pro rata to
all holders of the Junior Preferred Stock on the basis of the number of Shares
of Junior Preferred Stock owned by each such holder.

                  8. SPECIAL REDEMPTIONS. If a Change in Control has occurred
then the Corporation shall give prompt written notice of such Change in Control,
describing in reasonable detail the definitive terms and date of consummation
thereof to each holder of Junior Preferred Stock, but in any event such notice
shall be given not more than 30 days nor less than ten days prior to the
occurrence of such Change in Control. Each holder of Junior Preferred Stock then
outstanding may require the Corporation to redeem all or any portion of the
Junior Preferred Stock owned by such holder at a price per Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by
giving written notice to the Corporation of such election within 30 days of
receipt of the Corporation=s notice. Upon receipt by the Corporation of such
written notice from any holder, subject to the provisions of any loan agreement,
indenture or credit agreement evidencing indebtedness for borrowed money
incurred by the Corporation, the Corporation shall be obligated to redeem the
aggregate number of Shares specified therein within five days after receipt of
such notice from such holder. The term "Change in Control" means (i) the sale of
all or substantially all of the assets reflected on the Corporation=s most
recent consolidated balance sheet or capital stock of the Corporation, or (ii)
the acquisition, through stock purchase, merger or otherwise, by a Person or
group of Persons (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) unaffiliated with Bruckmann, Rosser, Sherrill
& Co., L.P. (and its Permitted Transferees (as defined in the Shareholders
Agreement)) and management employees of the Corporation



                                       15
<PAGE>

immediately prior to giving effect such transaction, of capital stock of the
Corporation representing, at any date of determination, (x) prior to the
consummation of an initial public offering of the Common Stock registered under
the Securities Act of 1933, as amended, 51% or more of the common equity
interest in the Corporation=s capital stock and (y) following the consummation
of such an initial public offering of the Common Stock, 33% or more of the
common equity interest in the Corporation=s capital stock.

                  9. PRIORITY OF JUNIOR PREFERRED STOCK. So long as any Senior
Preferred Stock or Junior Preferred Stock remains outstanding, neither the
Corporation nor any Subsidiary shall declare or pay any cash dividends or make
any cash distributions with respect to or redeem, purchase or otherwise acquire
for cash, directly or indirectly, any Common Stock, if at the time of or
immediately after any such redemption, purchase, acquisition, dividend or
distribution the Corporation has failed to pay the full amount of dividends
accrued on the Senior Preferred Stock and the Junior Preferred Stock or the
Corporation has failed to make any redemption of the Senior Preferred Stock or
the Junior Preferred Stock required hereunder; PROVIDED, that the Corporation
may purchase shares of Common Stock from employees of the Corporation and its
Subsidiaries upon termination of employment.

         D. VOTING RIGHTS. The Shares of Junior Preferred Stock will not have
any voting rights attaching to them, except as required by applicable law.

         E. REGISTRATION OF TRANSFER. The Corporation will keep at its principal
office a register for the registration of Junior Preferred Stock. Upon the
surrender of any certificate representing Junior Preferred Stock at such place,
the Corporation will, at the request of the record holder of such certificate,
execute and deliver (at the Corporation=s expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Shares represented by the surrendered certificate. Each such new certificate
will be registered in such name and will represent such number of Shares as is
requested by the holder of the surrendered certificate and will be substantially
identical in form to the surrendered certificate, and dividends will accrue on
the Junior Preferred Stock represented by such new certificate from the date to
which dividends have been fully paid on such Junior Preferred Stock represented
by the surrendered certificate.

         F. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Corporation (an affidavit of the registered holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing Shares of any class of Junior Preferred Stock, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is an 



                                       16
<PAGE>

institutional investor its own agreement will be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation will
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of Shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
will accrue on the Junior Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

         G. DEFINITIONS. The following definitions apply to this Section III
only.

                  "LIQUIDATION VALUE" of any Share of (i) Series A Preferred
Stock as of any particular date will be an amount equal to $100.00 per Share,
plus any and all accumulated and unpaid dividends which are added to the
Liquidation Value pursuant to Section 1B above and (ii) any Share of Series B
Preferred Stock as of any particular date will be an amount equal to $35.00 per
Share, plus any and all accumulated and unpaid dividends which are added to the
Liquidation Value pursuant to Section 1B above.

                  "PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

                  "REDEMPTION DATE" as to any Share means the date specified in
the notice of any redemption at the Corporation=s option or the applicable date
specified herein in the case of any other redemption; PROVIDED, that no such
date will be a Redemption Date unless the applicable Liquidation Value (plus all
accrued and unpaid dividends thereon) is actually paid, or set aside for payment
in full on such date, and if not so paid or set aside for payment in full, the
Redemption Date will be the date on which such Liquidation Value (plus all
accrued and unpaid dividends thereon) is fully paid.

                  "SHAREHOLDERS AGREEMENT" means the Shareholders Agreement,
dated as of December 10, 1996, by and among the Corporation and certain
shareholders of the Corporation, as the same may be amended, restated, or
modified from time to time.

                  "SUBSIDIARY" means with respect to any Person, any
corporation, partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any



                                       17
<PAGE>

contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person or a combination thereof,
or (ii) if a partnership, association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time owned
or controlled directly or indirectly, by any person or one or more Subsidiaries
of that Person or a combination thereof. For purposes hereof, a Person or
Persons shall be deemed to have a majority ownership interest in a partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, association or other business entity gains
or losses or shall be or control the managing director or general partner of
such partnership, association or other business entity.

         H. AMENDMENT AND WAIVER. No amendment, modification or waiver will be
binding or effective with respect to any provision of Section III without the
prior written consent of the holders of at least fifty percent (50%) of the
Shares outstanding at the time such action is taken; PROVIDED, that no such
amendment, modification or waiver which adversely and prejudicially affects the
Series B Preferred shall be effective without the prior written consent of the
holders of at least fifty (50%) of the Shares of Series B Preferred outstanding
at the time such action is taken.

         I. NOTICES. Except as otherwise expressly provided, all notices
referred to herein will be in writing and will be delivered by registered or
certified mail, return receipt requested, postage prepaid and will be deemed to
have been given when so mailed (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder=s address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).



                                  COMMON STOCK
                                  ------------

                  Except as otherwise provided in this Section IV or as
otherwise required by applicable law, all shares of Common Stock shall be
identical in all respects and shall entitle the holders thereof to the same
rights and privileges, subject to the same qualifications, limitations and
restrictions.

         A. VOTING RIGHTS. Except as otherwise provided in this Section IV or as
otherwise required by applicable law:

                                       18
<PAGE>



                           a. the holders of Class A Common shall be entitled to
                  one vote per share on all matters to be voted on by the
                  Stockholders of the Corporation; and

                           b. the holders of Class B Common will not have any
                  voting rights.

         B. DIVIDENDS. As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of
Common Stock shall be entitled to participate in such dividends ratably on a per
share basis; PROVIDED, that (i) if dividends are declared which are payable in
shares of Common Stock, dividends shall be declared which are payable at the
same rate on all classes of Common Stock and dividends payable in shares of
Class A Common shall be payable to holders of Class A Common, and dividends
payable in shares of Class B Common shall be payable to holders of Class B
Common.

         C. LIQUIDATION. Subject to the provisions of the Senior Preferred Stock
and the Junior Preferred Stock, the holders of the Common Stock shall be
entitled to participate ratably on a per share basis in all distributions to the
holders of Common Stock in any liquidation, dissolution or winding up of the
Corporation.

         D. CONVERSION OF COMMON STOCK.

                  1 RIGHT TO CONVERT. Subject to Section 4B below, the holder or
holders of a majority of the outstanding shares of Class B Common shall be
entitled at any time to convert all or any portion of the shares of Class B
Common into the same number of shares of Class A Common. Any such conversion of
Class B Common into Class A Common will be effected among the holders of the
Class B Common on a pro rata basis based upon the number of shares of Class B
Common then outstanding.

                  2 SURRENDER OF CERTIFICATES. Each conversion of shares of
Class B Common into shares of Class A Common shall be effected by the surrender
of the certificate or certificates representing the shares to be converted at
the principal office of the Corporation at any time during normal business
hours, together with a written notice by the holder of shares of such Class B
Common stating that such holder desires to convert the shares, or a stated
number of the shares, of such Class B Common represented by such certificate or

                                       19
<PAGE>

certificates into shares of Class A Common. Each conversion of Class B Common
shall be deemed to have been effected as of the close of business on the date on
which such certificate or certificates have been surrendered and such notice has
been received, and at such time the rights of the holder of the converted Class
B Common as such holder shall cease, and the person or persons in whose name or
names the certificate or certificates for shares of Class A Common are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of the shares of Class A Common represented thereby.

                  3 ISSUANCE OF CERTIFICATES. Promptly after the surrender of
certificates of Class B Common and the receipt of written notice, the
Corporation shall issue and deliver in accordance with the surrendering holder=s
instructions the certificate or certificates for the Class A Common issuable
upon such conversion.

                  4 NO CHARGE. The issuance of certificates for Class A Common
upon conversion of Class B Common will be made without charge to the holders of
such shares of any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of Class
A Common.

                  5 RESERVE SHARES. The Corporation shall at all times reserve
and keep available out of its authorized but unissued shares of Class A Common,
solely for the purpose of issuance upon the conversion of the Class B Common,
such number of shares of Class A Common issuable upon conversion of all
outstanding shares of Class B Common. All shares of Common Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed (except for official notice of
issuance which will be immediately transmitted by the Corporation upon
issuance).

                  6 CLOSING BOOKS. The Corporation shall not close its books
against the transfer of shares of Common Stock in any manner which would
interfere with the timely conversion of any shares of Common Stock.

         E. STOCK SPLITS. If the Corporation in any manner subdivides or
combines the outstanding shares of one class of Common Stock, the outstanding
shares of each other class of Common Stock shall be proportionately subdivided
or combined in a similar manner.

                                       20
<PAGE>

         F. REGISTRATION OF TRANSFER. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of shares of Common Stock. Upon the surrender of
any certificate representing shares of any class of Common Stock at such place,
the Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation=s expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of such class represented by the surrendered certificate and the
Corporation shall forthwith cancel such surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
shares of such class as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance.

         G. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Corporation (provided that an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of any class of Common Stock, and
in the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

         H. NOTICES. All notices referred to herein shall be in writing, and
shall be delivered by registered or certified mail, return receipt requested,
postage prepaid, and shall be deemed to have been given when so mailed (i) to
the Corporation at its principal executive offices and (ii) to any stockholder
at such holder=s address as it appears in the stock records of the Corporation
(unless otherwise specified in a written notice to the Corporation by such
holder).

         I. ACTION BY WRITTEN CONSENT. Any action required to be taken at any
annual or special meeting of shareholders of the Corporation, or any action
which may be taken at any annual or special meeting of such shareholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken and bearing the dates
of signature of the shareholders who signed the consent or consents, shall be
signed by the holders of outstanding stock having not less than a majority of
the shares



                                       21
<PAGE>

entitled to vote, or, if greater, not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.



         J. AMENDMENT AND WAIVER. No amendment or waiver of any provision of
this Section IV shall be effective without the prior consent of the holders of a
majority of the then outstanding shares of Common Stock voting as a single
class. For purposes of votes on amendments and waivers to this Section IV, each
share of Common Stock shall be entitled to one vote. No amendment directly to
any terms or provisions of any class of Common Stock that adversely affects such
class of Common Stock vis-a-vis any other class of Common Stock shall be
effective without the prior consent of the holders of a majority of the then
outstanding shares of such class of Common Stock (it being understood that the
issuance of preferred stock shall not be deemed to adversely affect the Common
Stock).

         SIXTH: The amendment herein certified was authorized by the written
consent of all of the members of the Board of Directors of the Corporation
followed by the written consent of the holders of a majority of the outstanding
shares entitled to vote thereon of the Corporation.

                                *   *   *   *



                                       22
<PAGE>




         IN WITNESS WHEREOF, the undersigned has subscribed this document as of
November 13, 1998 and does hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by the undersigned and are
true and correct.



                                   TOWN SPORTS INTERNATIONAL, INC.


                                   By:   /s/ Richard Pyle
                                         -----------------------------------
                                   Name: Richard Pyle
                                   Title: CFO



                                       23