EXHIBIT 3.68

                          CERTIFICATE OF INCORPORATION
                                       of
                             TSI HOLDINGS (DC), INC.

                  FIRST: The name of the corporation (the "Corporation") is TSI
HOLDINGS (DC), INC.

                  SECOND: The address of the Corporation's registered office in
the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of
Dover, in the County of Kent. The name of its registered agent at such address
is The Prentice-Hall Corporation System, Inc.

                  THIRD: The nature of the business or purposes to be conducted
or promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the Corporation shall have the following
purposes, objects and powers:

                  (a)      To construct, erect, build, purchase, sell, rent,
                  hire, lease or otherwise acquire or dispose of racquets,
                  squash racquets, racquet ball, squash, tennis, physical
                  exercise and fitness facilities; to own, manage, operate and
                  maintain such facilities and to provide the same for the use
                  and benefit of the public generally; to use such facilities
                  for any other purposes compatible therewith to provide locker
                  rooms, showers and other conveniences in connection therewith;
                  to plan, promote, organize and conduct public exhibitions of
                  racquets, squash racquets, racquet ball, squash tennis and
                  physical exercise and fitness training; to provide services to
                  members of the public relating to racquets, squash racquets,
                  racquet ball, squash tennis and physical exercise and fitness
                  training; to purchase, manufacture, lease, deal in and sell
                  general sporting goods, apparel, equipment and supplies; and
                  to acquire, sell, mortgage, lease or otherwise acquire or
                  dispose of all real or personal property necessary or
                  convenient to any of such purposes;

                  (b)      To acquire, purchase, own, hold, operate, develop,
                  lease, borrow, lend, mortgage, pledge, exchange, sell,
                  transfer or otherwise dispose of and to invest, trade or deal
                  in, real and personal property of every kind and description
                  and any interests therein necessary or incidental to the
                  purposes of the Corporation;

                  (c)      To make, enter into and perform all agreements or
                  contracts necessary or incidental to the advancement of the
                  purposes of the Corporation, and to do and transact all acts,
                  business and things to



                  accomplish or further any of the objects, powers or purposes
                  of the Corporation incident to or in anywise connected
                  therewith; and

                  (d)      To have, in furtherance of the purposes of the
                  Corporation, all of the powers conferred upon corporations
                  organized under the General Corporation Law, subject to any
                  limitations thereof contained in this Certificate of
                  Incorporation or in the laws of the State of Delaware.

                           The business or purpose of the Corporation is from
                  time to time to do any one or more of the acts and things
                  hereinabove set forth, and it shall have power to conduct and
                  carry on its said business, or any part thereof, and to have
                  one or more offices and to exercise any or all of its
                  corporate powers and rights, in the State of Delaware, and in
                  the various other states, territories, possessions and
                  dependencies of the United States, in the District of
                  Columbia, and in any and all foreign countries.

                           The enumeration herein of the objects and purposes of
                  the Corporation shall be construed as powers as well as
                  objects and purposes and shall not be deemed to exclude by
                  inference any powers, objects or purposes which the
                  Corporation is empowered to exercise, whether expressly by
                  force of the laws of the State of Delaware now or hereafter in
                  effect, or impliedly by the reasonable construction of the
                  said laws.

                  FOURTH: The total number of shares of stock which the
Corporation has authority to issue is One Thousand (1,000) shares of Common
Stock, par value $1.00 per share.

                  FIFTH: The name and mailing address of the incorporator of the
Corporation are as follows:

                               Alexander A. Alimanestianu
                               Town Sports International, Inc.
                               888 Seventh Avenue, Suite 1801
                               New York, New York  10106

                  SIXTH: The Corporation shall, to the full extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.

                  SEVENTH: The following provisions are for the management of
the business and for the conduct of the affairs of the Corporation and for the
further creation, definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

                           The number of directors of the Corporation shall be
                  fixed by, or in the manner provided in, the by-laws of the
                  Corporation. The election of directors need not be by written
                  ballot unless the by-laws so provide.

                           The directors of the Corporation may from time to
                  time adopt, amend or repeal any of the by-laws of the
                  Corporation, including by-laws

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                  adopted by the stockholders, but the stockholders may from
                  time to time specify provisions of the by-laws that may not be
                  amended or repealed by the directors.

                           The directors of the Corporation shall have the power
                  without the assent or vote of the stockholders to authorize
                  and to cause to be executed and delivered on behalf of the
                  Corporation mortgages and liens upon all or any part of the
                  property of the Corporation.

                           In addition to the powers and authorities
                  hereinbefore or by law expressly conferred upon them, the
                  directors of the Corporation are hereby empowered to exercise
                  all such powers and to do all such acts and things as may be
                  exercised or done by the Corporation, subject to the
                  provisions of the General Corporation Law, of this Certificate
                  of Incorporation, and to any by-laws of the Corporation;
                  provided, however, that no by-law whether adopted by the
                  stockholders or by the directors of the Corporation shall
                  invalidate any prior act of the directors which would have
                  been valid if such by-law had not been adopted.

                  EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred hereby on stockholders, directors and officers of the Corporation are
subject to this reservation.

                  IN WITNESS WHEREOF, the undersigned incorporator has set his
hand and seal this 27th day of July, 1992.

                                                      /s/ A. Alimanestianu
                                                      --------------------------
                                                      Alexander A. Alimanestianu

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