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                                                                     Exhibit 4.5

                FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

                  FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of
November 13, 1998 ("AGREEMENT"), by and among TOWN SPORTS INTERNATIONAL, INC., a
New York corporation (the "COMPANY"), BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a
Delaware limited partnership ("BRS"), Richard Pyle, Mark Smith, Robert Giardina,
and Alexander Alimanestianu (collectively, the "EXECUTIVES"), CANTERBURY
MEZZANINE CAPITAL, L.P., a Delaware limited partnership ("CANTERBURY"),
CANTERBURY DETROIT PARTNERS, L.P., a Delaware limited partnership ("CANTERBURY
Detroit" and, together with Canterbury, the "CANTERBURY GROUP"), FARALLON
CAPITAL PARTNERS, L.P., a California limited partnership ("FCP"), FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P., a California limited partnership ("FCIP"),
RR CAPITAL PARTNERS, L.P., a Delaware limited partnership ("RRC"), FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P., a California limited partnership ("FII"
and, together with FCP, FCIP, and RRC, the "FARALLON INVESTORS", and
individually, a "FARALLON INVESTOR"), and ROSEWOOD CAPITAL, L.P., a Delaware
limited partnership (the "ROSEWOOD INVESTOR").

                  WHEREAS, the Company, BRS, the Executives, Canterbury, the
Farallon Investors and certain other shareholders of the Company are parties to
that certain Registration Rights Agreement, dated as of December 10, 1996 (as
amended from time to time, the "REGISTRATION RIGHTS AGREEMENT"; capitalized
terms used and not otherwise defined herein having the definitions provided
therefor in the Registration Rights Agreement).

                  WHEREAS, Canterbury Detroit has acquired a warrant (together
with all warrants issued in substitution or replacement therefor, the "DETROIT
WARRANT") exercisable for shares of the Company's Class A Common, pursuant to
the Warrant Agreement, dated as of the date hereof, by and among Canterbury
Detroit, Canterbury and the Company (as the same may be amended, restated or
modified from time to time, the "SECOND WARRANT AGREEMENT").

                  WHEREAS, Canterbury has acquired warrants (together with all
warrants issued in substitution or replacement therefor, the "MEZZANINE
WARRANT") exercisable for shares of Class A Common pursuant to the Second
Warrant Agreement

                  WHEREAS, (i) the Farallon Investors intend to acquire warrants
(together with all warrants issued in substitution or replacement therefor, the
"FARALLON WARRANT") exercisable for shares of Class A Common, and (ii) the
Rosewood Investor intends to acquire a warrant (together with all warrants
issued in substitution or replacement therefor, the "ROSEWOOD WARRANT")
exercisable for shares of Class A Common, in each case, pursuant to the Warrant
Agreements to be entered into by and among the Farallon Investors, the Rosewood
Investor and the Company, substantially in same form as the Second Warrant
Agreement (as the same may be amended, restated or modified from time to time,
the "THIRD WARRANT AGREEMENTS").



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                  WHEREAS, the Farallon Investors and the Rosewood Investor
intend to acquire shares of the Company's Senior Preferred Stock pursuant to the
Second Senior Preferred Stock Purchase Agreement to be entered into by and among
the Company, the Farallon Investors, and the Rosewood Investor substantially in
the same form as the Stock Purchase Agreement, dated as of the date hereof, by
and among the Company, Canterbury Mezzanine, and Canterbury Detroit (as the same
may be amended, restated or modified from time to time, the "SECOND SENIOR
PREFERRED STOCK PURCHASE AGREEMENT").

                  WHEREAS, the parties hereto wish to amend the Registration
Rights Agreement in accordance with the terms thereof as provided herein.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:

                  1. AMENDMENTS TO SECTION 1X"DEFINITIONS". (a) Section 1 of the
Registration Rights Agreement is hereby amended by inserting the following
definitions in alphabetical order in such Section 1:

                  "DETROIT WARRANT" means that certain stock purchase warrant
(together with all warrants issued in substitution or replacement therefor)
issued by the Company to Canterbury Detroit pursuant to the terms and conditions
of the Second Warrant Agreement and exercisable for shares of Class A Common.

                  "FARALLON WARRANT" means that certain stock purchase warrant
(together with all warrants issued in substitution or replacement therefor)
exercisable for shares of Class A Common issued by the Company to the Farallon
Investors pursuant to the Third Warrant Agreements.

                  "MEZZANINE WARRANT" means that certain stock purchase warrant
(together with all warrants issued in substitution or replacement therefor)
issued by the Company to Canterbury pursuant to the terms and conditions of the
Second Warrant Agreement and exercisable for shares of Class A Common.

                  "ROSEWOOD REGISTRABLE SECURITIES" means (i) any shares of
Common Stock issued or issuable, whether upon conversion of any shares of Senior
Preferred Stock or upon exercise of any portion of the Rosewood Warrant, or
otherwise, to the Rosewood Investor or its affiliates or partners on or after
the date hereof and (ii) any shares of capital stock of the Company issued or
issuable with respect to the securities referred to in clause (i) by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of Rosewood Registrable
Securities whenever such Person has the right to acquire directly or indirectly



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such Rosewood Registrable Securities (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected. Such securities will cease to be Rosewood
Registrable Securities when sold pursuant to Rule 144 or any offering registered
under the Securities Act.

                  "ROSEWOOD WARRANT" means that certain stock purchase warrant
(together with all warrants issued in substitution or replacement therefor)
exercisable for shares of Class A Common issued by the Company to the Rosewood
Investor pursuant to the Third Warrant Agreements.

                  "SECOND WARRANT AGREEMENT" means that certain Warrant
Agreement, dated as of the date hereof, by and among Canterbury Detroit,
Canterbury, and the Company (as the same may be amended, restated or modified
from time to time).

                  "SENIOR PREFERRED STOCK" means the Company's Senior Preferred
Stock, par value $1.00 per share.

                  "SHAREHOLDER WARRANTS" means the Warrant, the Mezzanine
Warrant, the Detroit Warrant, the Farallon Warrant (when and if issued), and the
Rosewood Warrant (when and if issued).

                  "THIRD WARRANT AGREEMENTS" means the Warrant Agreements to be
entered into by and among the Farallon Investors, the Rosewood Investor, and the
Company substantially in the same form as the Second Warrant Agreement (as the
same may be amended, restated or modified from time to time) (when and if
executed and delivered by the parties thereto).

         (b) Section 1 of the Registration Rights Agreement is hereby amended by
deleting the definitions of "Canterbury Registrable Securities", "Farallon
Registrable Securities", and "Registrable Securities" and substituting the
following definitions therefor:

                  "CANTERBURY REGISTRABLE SECURITIES" means (i) any shares of
Common Stock held by Canterbury or Canterbury Detroit or issued or issuable,
whether upon conversion of any shares of Senior Preferred Stock or upon exercise
of any portion of the Warrant, the Detroit Warrant, or the Mezzanine Warrant, or
otherwise, to Canterbury, Canterbury Detroit, or their respective affiliates or
partners on or after December 10, 1996 and (ii) any shares of capital stock of
the Company issued or issuable with respect to the securities referred to in
clause (i) by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. For purposes of this Agreement, a Person will be deemed to be a
holder of Canterbury Registrable Securities whenever such Person has the right
to acquire directly or indirectly such Canterbury Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such
right), whether or not such acquisition has actually been effected. Such


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securities will cease to be Canterbury Registrable Securities when sold pursuant
to Rule 144 or any offering registered under the Securities Act.

                  "FARALLON REGISTRABLE SECURITIES" means (i) any shares of
Common Stock held by the Farallon Investors or issued or issuable, whether upon
conversion of any shares of Senior Preferred Stock or upon exercise of any
portion of the Farallon Warrant, or otherwise, to the Farallon Investors or
their respective affiliates or partners on or after December 10, 1996 and (ii)
any shares of capital stock of the Company issued or issuable with respect to
the securities referred to in clause (i) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. For purposes of this Agreement, a Person
will be deemed to be a holder of Farallon Registrable Securities whenever such
Person has the right to acquire directly or indirectly such Farallon Registrable
Securities (upon conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been
effected. Such securities will cease to be Farallon Registrable Securities when
sold pursuant to Rule 144 or any offering registered under the Securities Act.

                  "REGISTRABLE SECURITIES" means the BRS Registrable Securities,
the Farallon Registrable Securities, the Rosewood Registrable Securities, the
Canterbury Registrable Securities and the Executive Registrable Securities.

         2. AMENDMENTS TO SECTION 10X"NOTICES". Section 10 of the Registration
Rights Agreement is hereby amended to insert the following address for notices,
demands and other communications to be sent to Canterbury Detroit after such
address for Canterbury:

                  To Canterbury Detroit:

                  Canterbury Detroit Partners, L.P.
                  600 Fifth Avenue, 23rd Floor
                  New York, New York 10020
                  Attention:  Patrick N.W. Turner
                  Facsimile No.: (212) 332-1584

                  With a copy to:

                  Cravath, Swaine & Moore
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, New York  10019-7475
                  Attention:  Mayme Greer, Esq.
                  Facsimile No.:  (212) 474-3700

                  To Rosewood:

                  Rosewood Capital Partners, L.P.



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                  One Maritime Plaza
                  Suite 1330
                  San Francisco, California 94111
                  Attention: Kyle A. Anderson
                  Facsimile No.:  (415) 362-1192

                  With a copy to (which shall not constitute notice to
                  Rosewood):

                  Preston Gates & Ellis, LLP
                  One Maritime Plaza
                  Suite 2400
                  San Francisco, California 94111
                  Attention: Lawrence B. Low, Esq.
                  Facsimile No.:  (415) 788-8819

         3. AMENDMENTS TO SECTION 11X"MISCELLANEOUS". Section 11 of the
Registration Rights Agreement is hereby amended by inserting the following
clause (k) immediately after clause (j) in such Section 11:

                  (k) JOINDER BY THE ROSEWOOD INVESTOR. The parties to this
Agreement acknowledge and agree that the Rosewood Investor shall not have any
rights, duties or obligations under this Agreement unless and until the Rosewood
Investor actually acquires shares of Senior Preferred Stock and the Shareholder
Warrants to be issued to it pursuant to the terms and conditions of the Second
Senior Preferred Stock Purchase Agreement. Effective upon such issuance, the
Rosewood Investor shall automatically become bound by the terms and provisions
of this Agreement as indicated herein.

         4. MISCELLANEOUS.

                  (a) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

                  (b) GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

                  (c) COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

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                  (d) SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.

                  (e) REFERENCES. Any reference to the Registration Rights
Agreement contained in any notice, request, certificate, or other document
executed concurrently with or after the execution and delivery of this Agreement
shall be deemed to include this Agreement unless the context shall otherwise
require.

                  (f) CONTINUED EFFECTIVENESS. Notwithstanding anything
contained herein, the terms of this Agreement are not intended to and do not
serve to effect a novation as to the Registration Rights Agreement. The parties
hereto expressly do not intend to extinguish the Registration Rights Agreement.
Instead, it is the express intention of the parties hereto to reaffirm the
obligations created under the Registration Rights Agreement. The Registration
Rights Agreement as amended hereby remains in full force and effect.

                                     * * * *


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                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                   TOWN SPORTS INTERNATIONAL, INC.

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


                                  BRUCKMANN, ROSSER, SHERRILL & CO., L.P.

                                  By:      BRS Partners, Limited Partnership
                                  Its:     General Partner


                                  By:___/s/ Stephen Edwards
                                  Name: Stephen Edwards
                                  Title: Principal


                                  CANTERBURY DETROIT PARTNERS, L.P.

                                  By:      Canterbury Detroit, LLC
                                  Its:     General Partner


                                  By:____/s/ Nicholas Dunphy
                                  Name: Nicholas Dunphy
                                  Title: Member


                                  CANTERBURY MEZZANINE CAPITAL, L.P.

                                  By:      Canterbury Capital, LLC
                                  Its:     General Partner

                                  By:___/s/ Nicholas Dunphy
                                  Name: Nicholas Dunphy
                                  Title: Member




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                                  FARALLON CAPITAL PARTNERS, L.P.
                                  
                                  By:      Farallon Partners, L.L.C.
                                  Its:     General Partner
                                  
                                  
                                  By:_/s/  Jason Fish
                                  Name:    Jason Fish
                                  Title:   Principal
                                  
                                  
                                  FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
                                  
                                  By:      Farallon Partners, L.L.C.
                                  Its:     General Partner
                                  
                                  
                                  By:_/s/  Jason Fish
                                  Name:    Jason Fish
                                  Title:   Principal
                                  
                                  
                                  
                                  RR CAPITAL PARTNERS, L.P.
                                  
                                  By:      Farallon Partners, L.L.C.
                                  Its:     General Partner
                                  
                                  
                                  By:_/s/  Jason Fish
                                  Name:    Jason Fish
                                  Title:   Principal
                                  
                                  
                                  FARALLON CAPITAL INSTITUTIONAL PARTNERS II,
                                  L.P.
                                  
                                  By:      Farallon Partners, L.L.C.
                                  Its:     General Partner

                                  
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                                  By:_/s/  Jason Fish
                                  Name:    Jason Fish
                                  Title:   Principal
                                  
                                  
                                  
                                  
                                  
                                  ROSEWOOD CAPITAL, L.P.
                                  
                                  By:      Rosewood Capital Associates, L.P.
                                              its General Partner
                                  
                                  
                                  By:__/s/ Kyle A. Anderson
                                  Name:    Kyle A. Anderson
                                  Title:   Principal
                                  

                                  
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                            EXECUTIVE SIGNATURE PAGE
                                  
                                  
/s/ Richard Pyle
--------------------------
Richard Pyle
                                  
                                  
/s/Mark Smith
--------------------------
Mark Smith


/s/Robert Giardina
--------------------------
Robert Giardina


/s/Alexander Alimanestianu
--------------------------
Alexander Alimanestianu