FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FARALLON PARTNERS L L C/CA 		2. Issuer Name and Ticker or Trading Symbol

TOWN SPORTS INTERNATIONAL HOLDINGS INC [ CLUB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Member of Group Owning 10%
(Last)          (First)          (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 2100 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2009
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share                  1396011   D   (1) (2) (3)  
Common Stock, par value $0.001 per share                  1574334   D   (1) (2) (4)  
Common Stock, par value $0.001 per share                  1021256   D   (1) (2) (5)  
Common Stock, par value $0.001 per share                  2500   D   (1) (2) (6)  
Common Stock, par value $0.001 per share   8/17/2009     S    18   D $2.75   2016   D   (1) (2) (7)  
Common Stock, par value $0.001 per share   8/17/2009     S    1799   D $2.75   204841   D   (1) (2) (8)  
Common Stock, par value $0.001 per share                  65981   D   (1) (2) (9)  
Common Stock, par value $0.001 per share                  4266939   I   See Footnotes   (1) (2) (10)
Common Stock, par value $0.001 per share                  4266939   I   See Footnotes   (1) (2) (11)
Common Stock, par value $0.001 per share   8/17/2009     S    3294   D $2.75   375184   D   (1) (2) (12) (15)  
Common Stock, par value $0.001 per share   8/17/2009     S    3715   D $2.75   423108   D   (1) (2) (13) (15)  
Common Stock, par value $0.001 per share   8/17/2009     S    174   D $2.75   19768   D   (1) (2) (14) (15)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.
( 2)  Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing separate Forms 4 on the date hereof as reporting persons with respect to the securities described in this Form 4 (the "Parallel Forms 4"). Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 4.
( 3)  The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").
( 4)  The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").
( 5)  The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").
( 6)  The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").
( 7)  The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").
( 8)  The amount of securities in this row is owned directly by RR Capital Partners, L.P. ("RR").
( 9)  The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II").
( 10)  The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum, RR and FCOI II (collectively, the "Partnerships"). As the general partner of each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.
( 11)  The amount of securities shown in this row is owned directly by the Partnerships. Each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Richard H. Voon and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Act or otherwise, except to the extent of his or her pecuniary interest, if any.
( 12)  The amount of securities shown in this row is owned directly by Farallon FCP, Ltd. (the "FCP Trust").
( 13)  The amount of securities shown in this row is owned directly by Farallon FCIP, Ltd. (the "FCIP Trust").
( 14)  The amount of securities shown in this row is owned directly by Farallon FCOI II, Ltd. (the "FCOI II Trust" and, together with the FCP Trust and the FCIP Trust, the "Farallon Trusts").
( 15)  FPLLC is a trustee of each of the Farallon Trusts. FPLLC has no direct or indirect pecuniary interest in the securities held by the Farallon Trusts.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FARALLON PARTNERS L L C/CA
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO, CA 94111
X
Member of Group Owning 10%
Farallon FCP, Ltd.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO, CA 94111
X
Member of Group Owning 10%
Farallon FCIP, Ltd.
C/O FARALLON CAPITAL MANGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO, CA 94111
X
Member of Group Owning 10%
Farallon FCOI II, Ltd.
C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
ONE MARITIME PLAZA, SUITE 2100
SAN FRANCISCO, CA 94111
X
Member of Group Owning 10%

Signatures
/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C. 8/19/2009
** Signature of Reporting Person Date

/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C., solely in its capacity as a trustee of each of Farallon FCP, Ltd., Farallon FCIP, Ltd. and Farallon FCOI II, Ltd. 8/19/2009
** Signature of Reporting Person Date

. 8/19/2009
** Signature of Reporting Person Date

. 8/19/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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