Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Prue Jennifer
 2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2006		 3. Issuer Name and Ticker or Trading Symbol
TOWN SPORTS INTERNATIONAL HOLDINGS INC [CLUB]
(Last)
(First)
(Middle)
888 SEVENTH AVENUE, 25TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Information Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10106		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 02/04/2004(1) 06/01/2010 Common Stock, par value $0.001 33,600 $ 5.35 D  
Stock Option (right to buy) 02/04/2004(1) 07/23/2013 Common Stock, par value $0.001 2,800 $ 10.28 D  
Stock Option (right to buy) 12/31/2008(1) 06/01/2010 Common Stock, par value $0.001 22,400 $ 1.6 D  
Stock Option (right to buy) 12/31/2012(1) 07/23/2013 Common Stock, par value $0.001 11,200 $ 6.53 D  
Stock Option (right to buy) 08/04/2007(2) 08/04/2016 Common Stock, par value $0.001 35,000 $ 12.05 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prue Jennifer
888 SEVENTH AVENUE
25TH FLOOR
NEW YORK, NY 10106		       Chief Information Officer  

Signatures

/s/ Robert K. Kane, attorney-in-fact 08/08/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) These options are subject to vesting earlier than the indicated date in the event of the sale of the Issuer to a third party, or the achievement by the Issuer of certain Equity Value Targets (as defined in the Stock Option Agreement governing this grant).
(2) This option is subject to a vesting schedule during which 25% of the shares subject to the option vest on each of the first four anniversaries of the grant date, August 4, 2006. This option is also subject to vesting earlier than the indicated date in the event of a Change in Control (as defined in the stock option agreement between the Reporting Person and the Issuer) of the Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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