As filed with the Securities and Exchange Commission on May 22, 2000
                                                  Registration 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 Identification
       incorporation or organization)                   Number)


          One Manhattanville Road                     10577-2100
             Purchase, New York                       (Zip Code)
  (Address of Principal Executive offices)


       INTEGRAMED AMERICA, INC. PROFIT SHARING AND 401(K) PLAN, AS AMENDED
                              (Full title of plan)

       John W. Hlywak, Jr., Sr. Vice President and Chief Financial Officer
                            INTEGRAMED AMERICA, INC.
                             One Manhattanville Road
                          Purchase, New York 10577-2100
                     (Name and address of agent for service)

                                  914-253-8000
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
<CAPTION>
Title of Securities to   Amount to be   Proposed maximum    Proposed maximum        Amount of
     be registered      registered (1)  offering price per  aggregate offering   registration fee
                                            share (2)           price (2)
--------------------------------------------------------------------------------------------------
  <S>                  <C>                 <C>                <C>                  <C>
  Common Stock
  ($.01 par value)      200,000 shares      $3.50              $700,000             $184.80
--------------------------------------------------------------------------------------------------
</TABLE>
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  IntegraMed  America,
         Inc. Profit Sharing and 401(k) Plan, as amended.

(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 May 17, 2000 as
         reported on Nasdaq.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents  listed below are hereby  incorporated  by reference into
this  Registration  Statement,  and  all  documents  subsequently  filed  by the
Registrant or by the  IntegraMed  America,  Inc.  Profit Sharing and 401(k) Plan
(the "Plan")  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  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 part hereof
from the respective dates of filing such documents:

         (a)  Registrant's  Annual Report on Form 10-K for the fiscal year ended
              December 31, 1999.

         (b)  Registrant's  Quarterly  Report on Form 10-Q for the period  ended
              March 31, 2000.

         (c)  The description of the Registrant's  Common Stock,  $.01 par value
              ("Common Stock"),  contained in the Registration Statement on Form
              8-A (No. 1-11440), declared effective October 8, 1992, under "Item
              1. Description of Registrant's Securities to be Registered."

Item 4.  Description of Securities

         Not applicable

Item 5.  Interests of Named Experts and Counsel

         Not applicable

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law contains  detailed
provisions   for   indemnification   of  directors   and  officers  of  Delaware
corporations  against  certain  expenses,  judgments,  fines and  settlements in
connection with threatened,  pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative.

                                       2

<PAGE>


         Article VII of the Amended and Restated Certificate of Incorporation of
IntegraMed America,  Inc. (the "Company") provides that the Company shall to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
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.  A director
shall be liable to the extent  provided by applicable  law (i) for any breach of
such  director's  duty of loyalty to the Company or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction from which such director derived an
improper personal benefit.

         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.

Item 7.  Exemption from Registration Claimed

         No  securities  are  to  be  reoffered  or  resold   pursuant  to  this
Registration Statement.

Item 8.  Exhibits

         4.1  Amended and Restated  Certificate of  Incorporation  of Registrant
              effecting,  inter alia, a reverse stock split, filed as an Exhibit
              to Registrant's  Registration  Statement on Form S-1 (Registration
              No. 33-60038).

         4.2  Certificate of Amendment of the  Certificate of  Incorporation  of
              Registrant  increasing  authorized  capital  stock by  authorizing
              Preferred Stock, filed as an Exhibit to Registrant's  Registration
              Statement on Form S-1 (Registration No. 33-60038)

         4.3  Certificate  of  Designations  of Series A Cumulative  Convertible
              Preferred Stock, filed as an Exhibit to Registrant's  Registration
              Statement on Form S-1 (Registration No. 33-60038)

         4.4  Certificate  of Amendment of the Amended and Restated  Certificate
              of  Incorporation  of Registrant  effecting a reverse stock split,
              filed as Exhibit to Registrant's Definitive Proxy Statement, dated
              October  19,  1998 as  filed  with  the  Securities  and  Exchange
              Commission in connection with the Registrant's  Special Meeting of
              Stockholders held on November 17, 1998.

         5.1  Opinion of Dorsey & Whitney  LLP,  with respect to the legality of
              the Common Stock to be registered hereunder.

         5.2  Determination  Letter  from  the  Internal  Revenue  Service  with
              respect to  qualification of the IntegraMed  America,  Inc. Profit
              Sharing and 401(k) Plan under Section 401 of the Internal  Revenue
              Code of 1986, as amended.

         23.1 Consent of PricewaterhouseCoopers LLP.

                                       3

<PAGE>


         23.2 Consent of Dorsey & Whitney LLP  (contained in Exhibit 5.1 to this
              Registration Statement).

         24.1 Power of Attorney.

         The Registrant  hereby  undertakes to submit any amendments to the Plan
to the Internal  Revenue  Service  ("IRS") in a timely  manner and will make all
changes  required by the IRS in order to qualify  the Plan under  Section 401 of
the Internal Revenue Code of 1986, as amended.

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%
              change in the maximum  aggregate  offering  price set forth in the
              "Calculation   of   Registration   Fee"  table  in  the  effective
              Registration Statement; and

                   (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) above 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 Section 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.

                                       4

<PAGE>


                      (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 Section 15(d) of the
Securities  Exchange  Act of 1934 (and each filing of the Plan's  annual  report
pursuant  to  Section  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  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  other
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.



                                   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 the 22nd day of May,
2000.

                                 INTEGRAMED AMERICA, INC.


                                 By:/s/Gerardo Canet
                                    ------------------------
                                    Gerardo Canet,
                                    Chairman of the Board, President and
                                    Chief Executive Officer




                                       5


<PAGE>


         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                                                   May 22, 2000
--------------------------------------------
Gerardo Canet - Chairman of the Board
President & Chief Executive Officer
(Principal Executive Officer)

/s/John W. Hlywak, Jr.                                             May 22, 2000
--------------------------------------------
John W. Hlywak, Jr. - Sr. Vice President &
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/M. Fazle Husain                                                 May 22, 2000
--------------------------------------------
M. Fazle Husain - Director

/s/Michael Levy                                                    May 22, 2000
--------------------------------------------
Michael Levy, M.D. - Director

/s/Sarason D. Liebler                                              May 22, 2000
--------------------------------------------
Sarason D. Liebler - Director

/s/Aaron S. Lifchez                                                May 22, 2000
--------------------------------------------
Aaron S. Lifchez, M.D. - Director

/s/Patricia M. McShane                                             May 22, 2000
--------------------------------------------
Patricia M. McShane, M.D. - Director

/s/Lawrence J. Stuesser                                            May 22, 2000
--------------------------------------------
Lawrence J. Stuesser- Director

/s/Elizabeth E. Tallett                                            May 22, 2000
--------------------------------------------
Elizabeth E. Tallett - Director


*By:/s/Gerardo Canet
    ---------------------
    Gerardo Canet
    Attorney-in-Fact





                                       6



<PAGE>





         Pursuant to the requirements of the Securities Act of 1933, the trustee
( or other persons who  administer  the employee  benefit plan) have 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 May
22, 2000.


INTEGRAMED AMERICA INC. PROFIT SHARING AND 401(K) PLAN


By: IntegraMed America, Inc., the Plan Administrator


By: /s/John W. Hlywak, Jr.
    --------------------------------------------
    John W. Hlywak, Jr.
    Sr. Vice President & Chief Financial Officer

                                       7

<PAGE>


                                INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.


Exhibit
Number            Description


4.1               Amended  and  Restated   Certificate   of   Incorporation   of
                  Registrant effecting, inter alia, a reverse stock split, filed
                  as an Exhibit to Registrant's  Registration  Statement on Form
                  S-1 (Registration No. 33-60038).

4.2               Certificate of Amendment of the  Certificate of  Incorporation
                  of   Registrant   increasing   authorized   capital  stock  by
                  authorizing   Preferred   Stock,   filed  as  an   Exhibit  to
                  Registrant's  Registration Statement on Form S-1 (Registration
                  No. 33-60038)

4.3               Certificate of Designations of Series A Cumulative Convertible
                  Preferred   Stock,   filed  as  an  Exhibit  to   Registrant's
                  Registration Statement on Form S-1 (Registration No. 33-60038)

4.4               Certificate   of   Amendment   of  the  Amended  and  Restated
                  Certificate of Incorporation of Registrant effecting a reverse
                  stock split, filed as Exhibit to Registrant's Definitive Proxy
                  Statement, dated October 19, 1998 as filed with the Securities
                  and Exchange  Commission in connection  with the  Registrant's
                  Special Meeting of Stockholders held on November 17, 1998.

5.1               Opinion of Dorsey & Whitney LLP,  with respect to the legality
                  of the Common Stock to be registered hereunder.

5.2               Determination  Letter from the Internal  Revenue  Service with
                  respect  to  qualification  of the  IntegraMed  America,  Inc.
                  Profit  Sharing  and  401(k)  Plan  under  Section  401 of the
                  Internal Revenue Code of 1986, as amended.

23.1              Consent of  PricewaterhouseCoopers LLP.

23.2              Consent of Dorsey & Whitney LLP  (contained  in Exhibit 5.1 to
                  this Registration Statement).

24.1              Power of Attorney.


                                       8
[{"type": "S-8", "sequence": "1", "description": "INTEGRAMED AMERICA, INC.", "secsgml_size_bytes": 19350}]
{"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": "333-37578", "film-number": "641469"}, "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 May 22, 2000
                                                  Registration 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 Identification
       incorporation or organization)                   Number)

          One Manhattanville Road                     10577-2100
             Purchase, New York                       (Zip Code)
  (Address of Principal Executive offices)

       INTEGRAMED AMERICA, INC. PROFIT SHARING AND 401(K) PLAN, AS AMENDED
                              (Full title of plan)

       John W. Hlywak, Jr., Sr. Vice President and Chief Financial Officer
                            INTEGRAMED AMERICA, INC.
                             One Manhattanville Road
                          Purchase, New York 10577-2100
                     (Name and address of agent for service)

                                  914-253-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
Title of Securities to   Amount to be   Proposed maximum    Proposed maximum        Amount of
     be registered      registered (1)  offering price per  aggregate offering   registration fee
                                            share (2)           price (2)
--------------------------------------------------------------------------------------------------
Common Stock
  ($.01 par value)      200,000 shares      $3.50              $700,000             $184.80
--------------------------------------------------------------------------------------------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  IntegraMed  America,
         Inc. Profit Sharing and 401(k) Plan, as amended.

(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 May 17, 2000 as
         reported on Nasdaq.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents  listed below are hereby  incorporated  by reference into
this  Registration  Statement,  and  all  documents  subsequently  filed  by the
Registrant or by the  IntegraMed  America,  Inc.  Profit Sharing and 401(k) Plan
(the "Plan")  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  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 part hereof
from the respective dates of filing such documents:

         (a)  Registrant's  Annual Report on Form 10-K for the fiscal year ended
              December 31, 1999.

         (b)  Registrant's  Quarterly  Report on Form 10-Q for the period  ended
              March 31, 2000.

         (c)  The description of the Registrant's  Common Stock,  $.01 par value
              ("Common Stock"),  contained in the Registration Statement on Form
              8-A (No. 1-11440), declared effective October 8, 1992, under "Item
              1. Description of Registrant's Securities to be Registered."

Item 4.  Description of Securities

         Not applicable

Item 5.  Interests of Named Experts and Counsel

         Not applicable

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law contains  detailed
provisions   for   indemnification   of  directors   and  officers  of  Delaware
corporations  against  certain  expenses,  judgments,  fines and  settlements in
connection with threatened,  pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative.

                                       2
Article VII of the Amended and Restated Certificate of Incorporation of
IntegraMed America,  Inc. (the "Company") provides that the Company shall to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
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.  A director
shall be liable to the extent  provided by applicable  law (i) for any breach of
such  director's  duty of loyalty to the Company or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction from which such director derived an
improper personal benefit.

         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.

Item 7.  Exemption from Registration Claimed

         No  securities  are  to  be  reoffered  or  resold   pursuant  to  this
Registration Statement.

Item 8.  Exhibits

         4.1  Amended and Restated  Certificate of  Incorporation  of Registrant
              effecting,  inter alia, a reverse stock split, filed as an Exhibit
              to Registrant's  Registration  Statement on Form S-1 (Registration
              No. 33-60038).

         4.2  Certificate of Amendment of the  Certificate of  Incorporation  of
              Registrant  increasing  authorized  capital  stock by  authorizing
              Preferred Stock, filed as an Exhibit to Registrant's  Registration
              Statement on Form S-1 (Registration No. 33-60038)

         4.3  Certificate  of  Designations  of Series A Cumulative  Convertible
              Preferred Stock, filed as an Exhibit to Registrant's  Registration
              Statement on Form S-1 (Registration No. 33-60038)

         4.4  Certificate  of Amendment of the Amended and Restated  Certificate
              of  Incorporation  of Registrant  effecting a reverse stock split,
              filed as Exhibit to Registrant's Definitive Proxy Statement, dated
              October  19,  1998 as  filed  with  the  Securities  and  Exchange
              Commission in connection with the Registrant's  Special Meeting of
              Stockholders held on November 17, 1998.

         5.1  Opinion of Dorsey & Whitney  LLP,  with respect to the legality of
              the Common Stock to be registered hereunder.

         5.2  Determination  Letter  from  the  Internal  Revenue  Service  with
              respect to  qualification of the IntegraMed  America,  Inc. Profit
              Sharing and 401(k) Plan under Section 401 of the Internal  Revenue
              Code of 1986, as amended.

         23.1 Consent of PricewaterhouseCoopers LLP.

                                       3
23.2 Consent of Dorsey & Whitney LLP  (contained in Exhibit 5.1 to this
              Registration Statement).

         24.1 Power of Attorney.

         The Registrant  hereby  undertakes to submit any amendments to the Plan
to the Internal  Revenue  Service  ("IRS") in a timely  manner and will make all
changes  required by the IRS in order to qualify  the Plan under  Section 401 of
the Internal Revenue Code of 1986, as amended.

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%
              change in the maximum  aggregate  offering  price set forth in the
              "Calculation   of   Registration   Fee"  table  in  the  effective
              Registration Statement; and

                   (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) above 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 Section 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.

                                       4
(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 Section 15(d) of the
Securities  Exchange  Act of 1934 (and each filing of the Plan's  annual  report
pursuant  to  Section  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  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  other
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.

                                   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 the 22nd day of May,
2000.

                                 INTEGRAMED AMERICA, INC.

                                 By:/s/Gerardo Canet
                                    ------------------------
                                    Gerardo Canet,
                                    Chairman of the Board, President and
                                    Chief Executive Officer

                                       5
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                                                   May 22, 2000
--------------------------------------------
Gerardo Canet - Chairman of the Board
President & Chief Executive Officer
(Principal Executive Officer)

/s/John W. Hlywak, Jr.                                             May 22, 2000
--------------------------------------------
John W. Hlywak, Jr. - Sr. Vice President &
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/M. Fazle Husain                                                 May 22, 2000
--------------------------------------------
M. Fazle Husain - Director

/s/Michael Levy                                                    May 22, 2000
--------------------------------------------
Michael Levy, M.D. - Director

/s/Sarason D. Liebler                                              May 22, 2000
--------------------------------------------
Sarason D. Liebler - Director

/s/Aaron S. Lifchez                                                May 22, 2000
--------------------------------------------
Aaron S. Lifchez, M.D. - Director

/s/Patricia M. McShane                                             May 22, 2000
--------------------------------------------
Patricia M. McShane, M.D. - Director

/s/Lawrence J. Stuesser                                            May 22, 2000
--------------------------------------------
Lawrence J. Stuesser- Director

/s/Elizabeth E. Tallett                                            May 22, 2000
--------------------------------------------
Elizabeth E. Tallett - Director

*By:/s/Gerardo Canet
    ---------------------
    Gerardo Canet
    Attorney-in-Fact

                                       6
Pursuant to the requirements of the Securities Act of 1933, the trustee
( or other persons who  administer  the employee  benefit plan) have 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 May
22, 2000.

INTEGRAMED AMERICA INC. PROFIT SHARING AND 401(K) PLAN

By: IntegraMed America, Inc., the Plan Administrator

By: /s/John W. Hlywak, Jr.
    --------------------------------------------
    John W. Hlywak, Jr.
    Sr. Vice President & Chief Financial Officer

                                       7
INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.

Exhibit
Number            Description

4.1               Amended  and  Restated   Certificate   of   Incorporation   of
                  Registrant effecting, inter alia, a reverse stock split, filed
                  as an Exhibit to Registrant's  Registration  Statement on Form
                  S-1 (Registration No. 33-60038).

4.2               Certificate of Amendment of the  Certificate of  Incorporation
                  of   Registrant   increasing   authorized   capital  stock  by
                  authorizing   Preferred   Stock,   filed  as  an   Exhibit  to
                  Registrant's  Registration Statement on Form S-1 (Registration
                  No. 33-60038)

4.3               Certificate of Designations of Series A Cumulative Convertible
                  Preferred   Stock,   filed  as  an  Exhibit  to   Registrant's
                  Registration Statement on Form S-1 (Registration No. 33-60038)

4.4               Certificate   of   Amendment   of  the  Amended  and  Restated
                  Certificate of Incorporation of Registrant effecting a reverse
                  stock split, filed as Exhibit to Registrant's Definitive Proxy
                  Statement, dated October 19, 1998 as filed with the Securities
                  and Exchange  Commission in connection  with the  Registrant's
                  Special Meeting of Stockholders held on November 17, 1998.

5.1               Opinion of Dorsey & Whitney LLP,  with respect to the legality
                  of the Common Stock to be registered hereunder.

5.2               Determination  Letter from the Internal  Revenue  Service with
                  respect  to  qualification  of the  IntegraMed  America,  Inc.
                  Profit  Sharing  and  401(k)  Plan  under  Section  401 of the
                  Internal Revenue Code of 1986, as amended.

23.1              Consent of  PricewaterhouseCoopers LLP.

23.2              Consent of Dorsey & Whitney LLP  (contained  in Exhibit 5.1 to
                  this Registration Statement).

24.1              Power of Attorney.

                                       8