Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On November 3, 2008, Robert Giardina, a Director of Town Sports International Holdings, Inc. (the "Company"), informed the Company of his decision to resign from the Board of Directors effective immediately. Mr. Giardina has not advised the Company of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Pursuant to a Letter Agreement between the Company and Mr. Giardina, dated October 4, 2007 (the "Letter Agreement"), Mr. Giardina will continue to provide consulting services for the Company through March 31, 2009. For a description of the Letter Agreement, see the Current Report on Form 8-K filed by the Company on October 4, 2007. The Letter Agreement is filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, filed with the Securities and Exchange Commission on November 1, 2007.

---