EXHIBIT 3.3

                            ARTICLES OF ORGANIZATION

                                       OF

                               59TH STREET GYM LLC

(Under Section 203 of the New York Limited Liability Company Law)


FIRST:   The name of this limited liability company is: 59th Street Gym LLC.


SECOND:  The county within this state in which the office of the limited
         liability company is to locate is: New York.

THIRD:   The latest date on which the limited liability company is to dissolve
         is December 31, 2097.

FOURTH:  The secretary of state is designated as agent of the limited liability
         company upon whom process against it may be served. The post office
         address within this state to which the secretary of state shall mail
         a copy of any process against the limited liability company served
         upon him or her is: 88 University Place, 11th Floor, New York, New York
         10003.

FIFTH:   The effective date of these Articles of Organization is the date of
         filing.

SIXTH:   This limited liability company is to be managed by its members.


         IN WITNESS WHEREOF, this certificate has been subscribed this 14 day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

                                            /s/ Doug Levine
                                            ----------------------------------
                                            Doug Levine, Organizer
                                            88 University Place, 11th Floor
                                            New York, New York 10003



                            ARTICLES OF ORGANIZATION

                                       OF

                              59TH STREET GYM LLC

         UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW




                                    COUNSEL:

                                PENNIE & EDMONDS

                              3300 HILLVIEW AVENUE

                           PALO ALTO, CA 94304-1203