As filed with the Securities and Exchange Commission on July 2, 2001
                                          Registration Statement No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            IntegraMed America, Inc.
             (Exact name of Registrant as specified in its charter)

            Delaware                                  06-1150326
  (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)


   IntegraMed America, Inc.                           Gerardo Canet
   One Manhattanville Road                 President and Chief Executive Officer
 Purchase, New York 10577-2100                   IntegraMed America, Inc.
        (914) 253-8000                          One Manhattanville Road
(Address, including zip code, and              Purchase, New York 10577-2100
 telephone number, including area                      (914) 253-8000
 code of registrant's principal          (Address, including zip code, and
 executive offices)                       telephone number, including area
                                          code, of agent for service)

                            ------------------------
                                 with copies to:


                             KEVIN T. COLLINS, ESQ.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                               New York, NY 10177
                                 (212) 415-9200

                            ------------------------

            IntegraMed America, Inc. 2000 Long-Term Compensation Plan
                              (Full Title of Plan)
<TABLE>

                         CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>

 Title Of Securities To Be      Amount To            Proposed Maximum                Proposed Maximum            Amount Of
        Registered           Be Registered(1)    offering Price Per Share (2)   Aggregate Offering Price(2)   Registration Fee
 -----------------------------------------------------------------------------------------------------------------------------

<S>                              <C>                     <C>                          <C>                        <C>
 Common Stock,                    600,000                 $5.45                        $3,270,000.00              $817.50
 $.01 par value
==============================================================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(a) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  number of
         shares of Common Stock to cover any  adjustment to the number of shares
         of  Common  Stock  pursuant  to  the  anti-dilution  provisions  of the
         IntegraMed America, Inc. 2000 Long-Term Compensation Plan.

(2)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating the registration fee. The price shown is the average of the
         high and low prices of the  Registrant's  Common Stock on June 28, 2001
         as reported on the Nasdaq National Market.


<PAGE>

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference the following documents
previously filed with the Securities and Exchange Commission (the "Commission"):

         (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

         (b)  all other  reports  filed by the  Registrant  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2000,  including  but not limited to the  Quarterly  Report on Form
10-Q for the Quarter  Ended  March 31, 2001 and the Current  Reports on Form 8-K
dated January 26, 2001, February 22, 2001 and May 2, 2001; and

         (c)  the  description  of the  Registrant's  Common  Stock,  $0.01 par
value,  as contained in its  Registration  Statement on Form 8-A (No.  1-11440),
declared effective by the Commission on October 8, 1992, including any amendment
or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Article  VII of the  Company's  Amended  and  Restated  Certificate  of
Incorporation provides that the Company shall to the fullest extent permitted by
Section 145 of the Delaware General  Corporation Law (the "DGCL")  indemnify any
and all persons  whom it shall have power to  indemnify  under said Section from
and against any and all of the expenses,  liabilities or other matters  referred
to in or covered by said  Section.  Article VII also  provides  that no director
shall be personally  liable to the Company or its  stockholders for any monetary
damages for breach of  fiduciary  duty as a director;  provided,  however,  that
nothing  contained in such article  shall  eliminate the liability of a director
(i) for any breach of such  director's  duty of  loyalty  to the  Company or its
stockholders,  (ii) for acts or omissions  that are not in good faith or involve
intentional  misconduct or a knowing  violation of the law,  (iii) under Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.

                                      II-1
<PAGE>

         Article VII of the  Company's  Bylaws,  as amended,  and the  Company's
Directors' and Officers'  Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.

         Section 145 of the DGCL empowers a corporation  to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed to be in, or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         Section 145 also empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall  determine  that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity,  for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

         Section 145 further  provides  that to the extent a director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  is  empowered  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation  against any liability  asserted  against him or her in
any such  capacity or arising  out of his or her status as such,  whether or not
the  corporation  would  have the power to  indemnify  him or her  against  such
liability under Section 145.

                                      II-2
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1   Amended and Restated  Certificate of  Incorporation of IntegraMed
               America,  Inc.  (previously  filed as an exhibit to the Company's
               Registration  Statement on Form S-1  (Registration  No. 33-60038)
               and incorporated herein by reference thereto)

         4.2   Certificate of Amendment of the Certificate of  Incorporation  of
               IntegraMed America,  Inc.  (previously filed as an exhibit to the
               Company's  Registration  Statement on Form S-1  (Registration No.
               33-60038) and incorporated herein by reference thereto)

         4.3   Certificate of  Designations  of Series A Cumulative  Convertible
               Preferred Stock  (previously filed as an exhibit to the Company's
               Registration  Statement on Form S-1  (Registration  No. 33-60038)
               and incorporated herein by reference thereto)

         4.4   Certificate of Amendment of the Amended and Restated  Certificate
               of Incorporation of IntegraMed America, Inc. (previously filed as
               an exhibit to the Company's  Form 10-Q for the quarter ended June
               30, 1998, and incorporated herein by reference thereto)

         5.1   Opinion of Dorsey & Whitney LLP

         23.1  Consent of  PricewaterhouseCoopers LLP.

         23.2  Consent of Dorsey & Whitney LLP
               (contained in opinion filed as Exhibit 5.1)

         24.1  Power of Attorney
               (included in the signature page of the Registration Statement)

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file,  during  any  period in which  offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                     (i)  To  include  any   prospectus   required  by  section
               10(a)(3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or events
               arising after the effective  date of the  Registration  Statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               Registration Statement; and

                                      II-3
<PAGE>

                    (iii)  To include any material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               Registration Statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

               (2)    That, for the purpose of determining  any liability  under
                the Securities Act of 1933, each such  post-effective  amendment
                shall be deemed to be a new registration  statement  relating to
                the  securities  offered  therein,  and  the  offering  of  such
                securities  at that time shall be deemed to be the initial  bona
                fide offering thereof.

               (3)   To remove from  registration by means of a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                      II-4
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Purchase, State of New York, on June 29, 2001.

                                 INTEGRAMED AMERICA, INC.
                                      (Registrant)



                            By:  /s/Gerardo Canet
                                 ------------------------------------
                                 Gerardo Canet,
                                 President and Chief Executive Officer


<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby constitutes and appoints Gerardo Canet, John W. Hlywak, Jr.
and  Claude  E.  White,   and  each  of  them,   his  or  her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign a Registration  Statement on Form
S-8, and any and all amendments (including  post-effective  amendments) thereto,
relating to the issuance of an  aggregate  of 600,000  shares of Common Stock of
INTEGRAMED AMERICA, INC. pursuant to the IntegraMed America, Inc. 2000 Long-Term
Compensation  Plan, and to file the same, with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto such  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that such  attorneys-in-fact  and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



/s/Gerardo Canet
------------------------------- President and Chief               June 29, 2001
Gerardo Canet                   Executive Officer
                                (Principal Executive
                                 Officer)


/s/John W. Hlywak, Jr.
------------------------------- Sr. Vice President and            June 29, 2001
John W. Hlywak, Jr.             Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)

/s/Michael Levy, M.D.
------------------------------- Director                          June 29, 2001
Michael Levy, M.D.



/s/Sarason D. Liebler
------------------------------- Director                          June 29, 2001
Sarason D. Liebler



/s/Aaron S. Lifchez, M.D.
------------------------------- Director                          June 29, 2001

Aaron S. Lifchez, M.D.



/s/Wayne R. Moon
------------------------------- Director                          June 29, 2001
Wayne R. Moon


/s/Lawrence J. Stuesser
------------------------------- Director                          June 29, 2001
Lawrence J. Stuesser



/s/Elizabeth E. Tallett
------------------------------- Director                          June 29, 2001
Elizabeth E. Tallett

<PAGE>

                                INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.

Exhibit
Number     Description
------     -----------
4.1         Amended and Restated  Certificate  of  Incorporation  of  IntegraMed
            America,  Inc.  (previously  filed as an  exhibit  to the  Company's
            Registration  Statement on Form S-1  (Registration No. 33-60038) and
            incorporated herein by reference thereto)

4.2         Certificate  of Amendment of the  Certificate  of  Incorporation  of
            IntegraMed  America,  Inc.  (previously  filed as an  exhibit to the
            Company's  Registration  Statement  on Form  S-1  (Registration  No.
            33-60038) and incorporated herein by reference thereto)

4.3         Certificate  of  Designations  of  Series A  Cumulative  Convertible
            Preferred  Stock  (previously  filed as an exhibit to the  Company's
            Registration  Statement on Form S-1  (Registration No. 33-60038) and
            incorporated herein by reference thereto)

4.4         Certificate of Amendment of the Amended and Restated  Certificate of
            Incorporation of IntegraMed  America,  Inc.  (previously filed as an
            exhibit to the  Company's  Form 10-Q for the quarter  ended June 30,
            1998, and incorporated herein by reference thereto)

5.1         Opinion of Dorsey & Whitney LLP

23.1        Consent of  PricewaterhouseCoopers LLP

23.2        Consent of Dorsey & Whitney LLP
            (contained in opinion filed as Exhibit 5.1)

24.1        Power of Attorney
            (included in the signature page of the Registration Statement)

<PAGE>

                                                                    EXHIBIT 5.1


                      [Letterhead of Dorsey & Whitney LLP]

                                                             June 29, 2001

IntegraMed America, Inc.
One Manhattanville Road
Purchase, New York 10577

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  our opinion  with respect to the  registration  by
IntegraMed America, Inc., a Delaware corporation (the "Company"),  pursuant to a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities  Act of 1933,  as amended,  of an aggregate of 600,000  shares of the
Company's common stock, $0.01 par value per share (the "Common Stock" or "Common
Shares"),  to be offered and sold under IntegraMed America,  Inc. 2000 Long-Term
Compensation Plan (the "Plan").

         In so  acting,  we have  examined  original  or  copies,  certified  or
otherwise identified to our satisfaction, of such documents,  corporate records,
certificates of public  officials and other  instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a  basis  for  the  opinions  hereinafter  expressed.  In  conducting  such
examination,  we have assumed (i) that all signatures are genuine, (ii) that all
documents and  instruments  submitted to us as copies conform with the originals
and (iii) the due execution  and delivery of all  documents  where due execution
and delivery are a prerequisite to the  effectiveness  thereof.  As to any facts
material to this opinion,  we have relied upon statements and representations of
officers and other  representatives  of the Company and  certificates  of public
officials and have not independently verified such facts.

         Members  of our firm are  admitted  to the Bar of the State of New York
and we do not express any opinion as to the laws of any jurisdiction  other than
the Delaware General Corporation Law.

         Based upon the  foregoing,  it is our opinion  that the Common  Shares,
when issued and paid for in accordance  with the Plan,  will be validly  issued,
fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,



                                                     /s/ Dorsey & Whitney LLP
                                                     ------------------------
                                                     Dorsey & Whitney LLP
<PAGE>

                                                                  EXHIBIT  23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated March 6, 2001 relating to
the financial  statements,  which appears in IntegraMed  America,  Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000. We also consent to the
incorporation  by reference  of our report  dated March 6, 2001  relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.


/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 29, 2001
[{"type": "S-8", "sequence": "1", "filename": "s-8_longtermcompplan.txt", "description": "INTEGRAMED AMERICA", "secsgml_size_bytes": 25320}]
{"company-data": {"conformed-name": "INTEGRAMED AMERICA INC", "cik": "0000885988", "assigned-sic": "8011", "irs-number": "061150326", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64332", "film-number": "1673409"}, "business-address": {"street1": "ONE MANHATTANVILLE RD", "city": "PURCHASE", "state": "NY", "zip": "10577-2100", "phone": "9142538000"}, "mail-address": {"street1": "1 MANHATTANVILLE RD", "city": "PURCHASE", "state": "NY", "zip": "10577-2100"}, "former-company": {"former-conformed-name": "IVF AMERICA INC", "date-changed": "19950720"}}
As filed with the Securities and Exchange Commission on July 2, 2001
                                          Registration Statement No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            IntegraMed America, Inc.
             (Exact name of Registrant as specified in its charter)

            Delaware                                  06-1150326
  (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

   IntegraMed America, Inc.                           Gerardo Canet
   One Manhattanville Road                 President and Chief Executive Officer
 Purchase, New York 10577-2100                   IntegraMed America, Inc.
        (914) 253-8000                          One Manhattanville Road
(Address, including zip code, and              Purchase, New York 10577-2100
 telephone number, including area                      (914) 253-8000
 code of registrant's principal          (Address, including zip code, and
 executive offices)                       telephone number, including area
                                          code, of agent for service)

                            ------------------------
                                 with copies to:

                             KEVIN T. COLLINS, ESQ.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                               New York, NY 10177
                                 (212) 415-9200

                            ------------------------

            IntegraMed America, Inc. 2000 Long-Term Compensation Plan
                              (Full Title of Plan)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title Of Securities To Be      Amount To            Proposed Maximum                Proposed Maximum            Amount Of
        Registered           Be Registered(1)    offering Price Per Share (2)   Aggregate Offering Price(2)   Registration Fee
 -----------------------------------------------------------------------------------------------------------------------------
Common Stock,                    600,000                 $5.45                        $3,270,000.00              $817.50
 $.01 par value
==============================================================================================================================
(1)      In addition,  pursuant to Rule 416(a) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  number of
         shares of Common Stock to cover any  adjustment to the number of shares
         of  Common  Stock  pursuant  to  the  anti-dilution  provisions  of the
         IntegraMed America, Inc. 2000 Long-Term Compensation Plan.

(2)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating the registration fee. The price shown is the average of the
         high and low prices of the  Registrant's  Common Stock on June 28, 2001
         as reported on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference the following documents
previously filed with the Securities and Exchange Commission (the "Commission"):

         (a)  The  Registrant's  Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

         (b)  all other  reports  filed by the  Registrant  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2000,  including  but not limited to the  Quarterly  Report on Form
10-Q for the Quarter  Ended  March 31, 2001 and the Current  Reports on Form 8-K
dated January 26, 2001, February 22, 2001 and May 2, 2001; and

         (c)  the  description  of the  Registrant's  Common  Stock,  $0.01 par
value,  as contained in its  Registration  Statement on Form 8-A (No.  1-11440),
declared effective by the Commission on October 8, 1992, including any amendment
or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Article  VII of the  Company's  Amended  and  Restated  Certificate  of
Incorporation provides that the Company shall to the fullest extent permitted by
Section 145 of the Delaware General  Corporation Law (the "DGCL")  indemnify any
and all persons  whom it shall have power to  indemnify  under said Section from
and against any and all of the expenses,  liabilities or other matters  referred
to in or covered by said  Section.  Article VII also  provides  that no director
shall be personally  liable to the Company or its  stockholders for any monetary
damages for breach of  fiduciary  duty as a director;  provided,  however,  that
nothing  contained in such article  shall  eliminate the liability of a director
(i) for any breach of such  director's  duty of  loyalty  to the  Company or its
stockholders,  (ii) for acts or omissions  that are not in good faith or involve
intentional  misconduct or a knowing  violation of the law,  (iii) under Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.

                                      II-1
Article VII of the  Company's  Bylaws,  as amended,  and the  Company's
Directors' and Officers'  Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.

         Section 145 of the DGCL empowers a corporation  to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed to be in, or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         Section 145 also empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall  determine  that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity,  for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

         Section 145 further  provides  that to the extent a director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  is  empowered  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation  against any liability  asserted  against him or her in
any such  capacity or arising  out of his or her status as such,  whether or not
the  corporation  would  have the power to  indemnify  him or her  against  such
liability under Section 145.

                                      II-2
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1   Amended and Restated  Certificate of  Incorporation of IntegraMed
               America,  Inc.  (previously  filed as an exhibit to the Company's
               Registration  Statement on Form S-1  (Registration  No. 33-60038)
               and incorporated herein by reference thereto)

         4.2   Certificate of Amendment of the Certificate of  Incorporation  of
               IntegraMed America,  Inc.  (previously filed as an exhibit to the
               Company's  Registration  Statement on Form S-1  (Registration No.
               33-60038) and incorporated herein by reference thereto)

         4.3   Certificate of  Designations  of Series A Cumulative  Convertible
               Preferred Stock  (previously filed as an exhibit to the Company's
               Registration  Statement on Form S-1  (Registration  No. 33-60038)
               and incorporated herein by reference thereto)

         4.4   Certificate of Amendment of the Amended and Restated  Certificate
               of Incorporation of IntegraMed America, Inc. (previously filed as
               an exhibit to the Company's  Form 10-Q for the quarter ended June
               30, 1998, and incorporated herein by reference thereto)

         5.1   Opinion of Dorsey & Whitney LLP

         23.1  Consent of  PricewaterhouseCoopers LLP.

         23.2  Consent of Dorsey & Whitney LLP
               (contained in opinion filed as Exhibit 5.1)

         24.1  Power of Attorney
               (included in the signature page of the Registration Statement)

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file,  during  any  period in which  offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                     (i)  To  include  any   prospectus   required  by  section
               10(a)(3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or events
               arising after the effective  date of the  Registration  Statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               Registration Statement; and

                                      II-3
(iii)  To include any material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               Registration Statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

               (2)    That, for the purpose of determining  any liability  under
                the Securities Act of 1933, each such  post-effective  amendment
                shall be deemed to be a new registration  statement  relating to
                the  securities  offered  therein,  and  the  offering  of  such
                securities  at that time shall be deemed to be the initial  bona
                fide offering thereof.

               (3)   To remove from  registration by means of a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Purchase, State of New York, on June 29, 2001.

                                 INTEGRAMED AMERICA, INC.
                                      (Registrant)

                            By:  /s/Gerardo Canet
                                 ------------------------------------
                                 Gerardo Canet,
                                 President and Chief Executive Officer
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby constitutes and appoints Gerardo Canet, John W. Hlywak, Jr.
and  Claude  E.  White,   and  each  of  them,   his  or  her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign a Registration  Statement on Form
S-8, and any and all amendments (including  post-effective  amendments) thereto,
relating to the issuance of an  aggregate  of 600,000  shares of Common Stock of
INTEGRAMED AMERICA, INC. pursuant to the IntegraMed America, Inc. 2000 Long-Term
Compensation  Plan, and to file the same, with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto such  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that such  attorneys-in-fact  and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

/s/Gerardo Canet
------------------------------- President and Chief               June 29, 2001
Gerardo Canet                   Executive Officer
                                (Principal Executive
                                 Officer)

/s/John W. Hlywak, Jr.
------------------------------- Sr. Vice President and            June 29, 2001
John W. Hlywak, Jr.             Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)

/s/Michael Levy, M.D.
------------------------------- Director                          June 29, 2001
Michael Levy, M.D.

/s/Sarason D. Liebler
------------------------------- Director                          June 29, 2001
Sarason D. Liebler

/s/Aaron S. Lifchez, M.D.
------------------------------- Director                          June 29, 2001

Aaron S. Lifchez, M.D.

/s/Wayne R. Moon
------------------------------- Director                          June 29, 2001
Wayne R. Moon

/s/Lawrence J. Stuesser
------------------------------- Director                          June 29, 2001
Lawrence J. Stuesser

/s/Elizabeth E. Tallett
------------------------------- Director                          June 29, 2001
Elizabeth E. Tallett
INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.

Exhibit
Number     Description
------     -----------
4.1         Amended and Restated  Certificate  of  Incorporation  of  IntegraMed
            America,  Inc.  (previously  filed as an  exhibit  to the  Company's
            Registration  Statement on Form S-1  (Registration No. 33-60038) and
            incorporated herein by reference thereto)

4.2         Certificate  of Amendment of the  Certificate  of  Incorporation  of
            IntegraMed  America,  Inc.  (previously  filed as an  exhibit to the
            Company's  Registration  Statement  on Form  S-1  (Registration  No.
            33-60038) and incorporated herein by reference thereto)

4.3         Certificate  of  Designations  of  Series A  Cumulative  Convertible
            Preferred  Stock  (previously  filed as an exhibit to the  Company's
            Registration  Statement on Form S-1  (Registration No. 33-60038) and
            incorporated herein by reference thereto)

4.4         Certificate of Amendment of the Amended and Restated  Certificate of
            Incorporation of IntegraMed  America,  Inc.  (previously filed as an
            exhibit to the  Company's  Form 10-Q for the quarter  ended June 30,
            1998, and incorporated herein by reference thereto)

5.1         Opinion of Dorsey & Whitney LLP

23.1        Consent of  PricewaterhouseCoopers LLP

23.2        Consent of Dorsey & Whitney LLP
            (contained in opinion filed as Exhibit 5.1)

24.1        Power of Attorney
            (included in the signature page of the Registration Statement)
EXHIBIT 5.1

                      [Letterhead of Dorsey & Whitney LLP]

                                                             June 29, 2001

IntegraMed America, Inc.
One Manhattanville Road
Purchase, New York 10577

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  our opinion  with respect to the  registration  by
IntegraMed America, Inc., a Delaware corporation (the "Company"),  pursuant to a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities  Act of 1933,  as amended,  of an aggregate of 600,000  shares of the
Company's common stock, $0.01 par value per share (the "Common Stock" or "Common
Shares"),  to be offered and sold under IntegraMed America,  Inc. 2000 Long-Term
Compensation Plan (the "Plan").

         In so  acting,  we have  examined  original  or  copies,  certified  or
otherwise identified to our satisfaction, of such documents,  corporate records,
certificates of public  officials and other  instruments and have conducted such
other investigations of fact and law as we have deemed relevant and necessary to
form a  basis  for  the  opinions  hereinafter  expressed.  In  conducting  such
examination,  we have assumed (i) that all signatures are genuine, (ii) that all
documents and  instruments  submitted to us as copies conform with the originals
and (iii) the due execution  and delivery of all  documents  where due execution
and delivery are a prerequisite to the  effectiveness  thereof.  As to any facts
material to this opinion,  we have relied upon statements and representations of
officers and other  representatives  of the Company and  certificates  of public
officials and have not independently verified such facts.

         Members  of our firm are  admitted  to the Bar of the State of New York
and we do not express any opinion as to the laws of any jurisdiction  other than
the Delaware General Corporation Law.

         Based upon the  foregoing,  it is our opinion  that the Common  Shares,
when issued and paid for in accordance  with the Plan,  will be validly  issued,
fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/ Dorsey & Whitney LLP
                                                     ------------------------
                                                     Dorsey & Whitney LLP
EXHIBIT  23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated March 6, 2001 relating to
the financial  statements,  which appears in IntegraMed  America,  Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000. We also consent to the
incorporation  by reference  of our report  dated March 6, 2001  relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.

/s/PricewaterhouseCoopers LLP
-----------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 29, 2001