EX-10.2: AMENDMENT NO. 1 TO 2004 COMMON STOCK OPTION PLAN

Exhibit 10.2

AMENDMENT NO. 1

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
2004 COMMON STOCK OPTION PLAN

      WHEREAS, Town Sports International Holdings, Inc. (the “ Corporation ”) maintains the Town Sports International Holdings, Inc. 2004 Common Stock Option Plan (the “ Plan ”);

      WHEREAS, pursuant to Section 6.11 of the Plan, the Compensation Committee of the Board of Directors of the Corporation (the “ Compensation Committee ”) may at any time, and from time to time, amend, in whole or in part, any of or all the provisions of the Plan in such respects as the Committee may deem advisable; and

      WHEREAS, the Compensation Committee deems it advisable to amend the Plan, effective as of September 14, 2007;

      NOW, THEREFORE, pursuant to Section 6.11 of the Plan, the Plan hereby is amended, effective as of September 14, 2007, as follows:

     Section 5.5 of the Plan is amended in its entirety to read as follows:

     “Section 5.5 Exercise Procedure . Options shall be exercised in whole or in part by written notice to the Company (to the attention of the Chief Financial Officer of the Company), together with payment in full of an amount (the “ Option Price ”) equ