As filed with the Securities and Exchange Commission on December 2, 1998
                          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
--------------------------------------------------------------------------------

         (State or other jurisdiction of incorporation or organization)

                                   06-1150326
--------------------------------------------------------------------------------

                      (I.R.S. employer identification no.)

             One Manhattanville Road, Purchase, New York 10577-2100
--------------------------------------------------------------------------------

                    (Address of principal executive offices)

 1992 Incentive and Non-Incentive Stock Option Plan of IntegraMed America, Inc.,
                             as amended and restated
                              (Full title of plan)

                            Gerardo Canet, President
                            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)

                                    Copy to:
                               Alison Newman, Esq.
                      Bachner, Tally, Polevoy & Misher LLP
                               380 Madison Avenue
                               New York, NY 10017



<PAGE>



                         CALCULATION OF REGISTRATION FEE

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

                        Proposed          Proposed
                        Maximum           Maximum
                        Offering          Aggregate               Amount of
Title of Securities      to be           Price Per   Offering    Registration
 to be Registered      Registered(1)      Share(2)    Price          Fee 
-------------------    -------------     ---------   --------    ------------
Common Stock, $.01
  par value            175,000           $3.00       $525,000    $154.88
--------------------------------------------------------------------------------


(1)     Pursuant to Rule 416,  promulgated  under the Securities Act of 1933, as
        amended, an additional  undeterminable  number of shares of Common Stock
        is being  registered to cover any  adjustment in the number of shares of
        Common  Stock  pursuant  to the  anti-dilution  provisions  of the  1992
        Incentive and Non-Incentive Stock Option Plan, as amended and restated.

(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 Common Stock on November 30, 1998 as reported
        on Nasdaq.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               The Registration  Statements on Form S-8 (File Nos.  33-77312 and
333-39963),  filed by IntegraMed  America,  Inc. (the  "Registrant") on April 4,
1994 and November 12, 1997,  respectively,  and the  documents  listed below are
hereby  incorporated  by reference  into this  Registration  Statement,  and 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, 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 date of filing such documents:

         (a)       Registrant's  Annual Report on Form 10-K for the period ended
                   December 31, 1997;

         (b)(1)    Registrant's  Quarterly  Reports on Form 10-Q for the periods
                   ended March 31, 1998, June 30, 1998 and September 30, 1998;

         (b)(2)    Registrant's Current Report on Form 8-K dated March 24, 1998;

         (b)(3)    Registrant's  Current  Report on Form 8-K dated  January  23,
                   1998;

         (b)(4)    Registrant's definitive Proxy Statement, dated May 1, 1998 as
                   filed with the  Securities  and Exchange  Commission on April
                   30,  1998  (the   "Commission")   in   connection   with  the
                   Registrant's  Annual Meeting of Stockholders  held on June 9,
                   1998;

         (b)(5)    Registrant's  definitive Proxy  Statement,  dated October 19,
                   1998 as filed with the Commission on October October 19, 1998
                   in  connection  with  the  Registrant's  Special  Meeting  of
                   Stockholders held on November 17, 1998

         (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."



                                        2

<PAGE>




Item 8.  Exhibits

         5.1       Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect
                   to  the  legality  of  the  Common  Stock  to  be  registered
                   hereunder

         10.2(b)   1992  Incentive  and  Non-Incentive  Stock  Option  Plan,  as
                   amended and restated

         23.1      Consent of  PricewaterhouseCoopers LLP

         23.2      Consent of Bachner, Tally, Polevoy & Misher LLP (contained in
                   Exhibit 5.1)



                                   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 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  Purhase,  State  of New  York,  on the 1st day of
December, 1998.

                                    INTEGRAMED AMERICA, INC.

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


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints, severally and not jointly, Gerardo Canet
and  Claude  E.  White,  with  full  power to act  alone,  his  true and  lawful
attorneys-in-fact,  with the  power of  substitution,  for him and in his  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  full power and authority to do and perform each and every act
and  thing  requisite  and  necessary  to be done as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  may  lawfully  do or cause  to be done by  virtue
hereof.




                                        3

<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                                               December 1, 1998
------------------------------------------
Gerardo Canet - Chairman of the Board
President and Chief Executive Officer

/s/Eugene R. Curcio                                            December 1, 1998
------------------------------------------
Eugene R. Curcio - Vice President, Finance
and Chief Financial Officer

/s/Fazle Husain                                                December 1, 1998
------------------------------------------
M. Fazle Husain - Director

/s/Michael Levy                                                December 1, 1998
------------------------------------------
Michael Levy, M.D. - Director

/s/Sarason D. Liebler                                          December 1, 1998
------------------------------------------
Sarason D. Liebler - Director

/s/Aaron S. Lifchez                                            December 1, 1998
------------------------------------------
Aaron S. Lifchez, M.D. - Director

/s/Patricia M. McShane                                         December 1, 1998
------------------------------------------
Patricia M. McShane, M.D. - Director

/s/Larry J. Stuesser                                           December 1, 1998
------------------------------------------
Larry J. Stuesser - Director

/s/Elizabeth E. Tallett                                        December 1, 1998
------------------------------------------
Elizabeth E. Tallett - Director


                                        4

<PAGE>



                                INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.


Exhibit
  No.                              Description
-------           ---------------------------------------------------

5.1               Opinion of Bachner, Tally, Polevoy & Misher LLP,
                  with respect to the legality of the Common
                  Stock to be registered hereunder

10.2(b)           1992 Incentive and Non-Incentive Stock Option Plan, as amended
                  and restated

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Bachner, Tally, Polevoy & Misher LLP
                  (contained in Exhibit 5.1)




                                        5
[{"type": "S-8", "sequence": "1", "description": "INTEGRAMED AMERICA, INC.", "secsgml_size_bytes": 10979}]
{"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": "333-68223", "film-number": "98762697"}, "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 December 2, 1998
                          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
--------------------------------------------------------------------------------

         (State or other jurisdiction of incorporation or organization)

                                   06-1150326
--------------------------------------------------------------------------------

                      (I.R.S. employer identification no.)

             One Manhattanville Road, Purchase, New York 10577-2100
--------------------------------------------------------------------------------

                    (Address of principal executive offices)

 1992 Incentive and Non-Incentive Stock Option Plan of IntegraMed America, Inc.,
                             as amended and restated
                              (Full title of plan)

                            Gerardo Canet, President
                            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)

                                    Copy to:
                               Alison Newman, Esq.
                      Bachner, Tally, Polevoy & Misher LLP
                               380 Madison Avenue
                               New York, NY 10017
CALCULATION OF REGISTRATION FEE

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

                        Proposed          Proposed
                        Maximum           Maximum
                        Offering          Aggregate               Amount of
Title of Securities      to be           Price Per   Offering    Registration
 to be Registered      Registered(1)      Share(2)    Price          Fee 
-------------------    -------------     ---------   --------    ------------
Common Stock, $.01
  par value            175,000           $3.00       $525,000    $154.88
--------------------------------------------------------------------------------

(1)     Pursuant to Rule 416,  promulgated  under the Securities Act of 1933, as
        amended, an additional  undeterminable  number of shares of Common Stock
        is being  registered to cover any  adjustment in the number of shares of
        Common  Stock  pursuant  to the  anti-dilution  provisions  of the  1992
        Incentive and Non-Incentive Stock Option Plan, as amended and restated.

(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 Common Stock on November 30, 1998 as reported
        on Nasdaq.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               The Registration  Statements on Form S-8 (File Nos.  33-77312 and
333-39963),  filed by IntegraMed  America,  Inc. (the  "Registrant") on April 4,
1994 and November 12, 1997,  respectively,  and the  documents  listed below are
hereby  incorporated  by reference  into this  Registration  Statement,  and 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, 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 date of filing such documents:

         (a)       Registrant's  Annual Report on Form 10-K for the period ended
                   December 31, 1997;

         (b)(1)    Registrant's  Quarterly  Reports on Form 10-Q for the periods
                   ended March 31, 1998, June 30, 1998 and September 30, 1998;

         (b)(2)    Registrant's Current Report on Form 8-K dated March 24, 1998;

         (b)(3)    Registrant's  Current  Report on Form 8-K dated  January  23,
                   1998;

         (b)(4)    Registrant's definitive Proxy Statement, dated May 1, 1998 as
                   filed with the  Securities  and Exchange  Commission on April
                   30,  1998  (the   "Commission")   in   connection   with  the
                   Registrant's  Annual Meeting of Stockholders  held on June 9,
                   1998;

         (b)(5)    Registrant's  definitive Proxy  Statement,  dated October 19,
                   1998 as filed with the Commission on October October 19, 1998
                   in  connection  with  the  Registrant's  Special  Meeting  of
                   Stockholders held on November 17, 1998

         (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."

                                        2
Item 8.  Exhibits

         5.1       Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect
                   to  the  legality  of  the  Common  Stock  to  be  registered
                   hereunder

         10.2(b)   1992  Incentive  and  Non-Incentive  Stock  Option  Plan,  as
                   amended and restated

         23.1      Consent of  PricewaterhouseCoopers LLP

         23.2      Consent of Bachner, Tally, Polevoy & Misher LLP (contained in
                   Exhibit 5.1)

                                   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 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  Purhase,  State  of New  York,  on the 1st day of
December, 1998.

                                    INTEGRAMED AMERICA, INC.

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

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints, severally and not jointly, Gerardo Canet
and  Claude  E.  White,  with  full  power to act  alone,  his  true and  lawful
attorneys-in-fact,  with the  power of  substitution,  for him and in his  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  full power and authority to do and perform each and every act
and  thing  requisite  and  necessary  to be done as  fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  may  lawfully  do or cause  to be done by  virtue
hereof.

                                        3
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                                               December 1, 1998
------------------------------------------
Gerardo Canet - Chairman of the Board
President and Chief Executive Officer

/s/Eugene R. Curcio                                            December 1, 1998
------------------------------------------
Eugene R. Curcio - Vice President, Finance
and Chief Financial Officer

/s/Fazle Husain                                                December 1, 1998
------------------------------------------
M. Fazle Husain - Director

/s/Michael Levy                                                December 1, 1998
------------------------------------------
Michael Levy, M.D. - Director

/s/Sarason D. Liebler                                          December 1, 1998
------------------------------------------
Sarason D. Liebler - Director

/s/Aaron S. Lifchez                                            December 1, 1998
------------------------------------------
Aaron S. Lifchez, M.D. - Director

/s/Patricia M. McShane                                         December 1, 1998
------------------------------------------
Patricia M. McShane, M.D. - Director

/s/Larry J. Stuesser                                           December 1, 1998
------------------------------------------
Larry J. Stuesser - Director

/s/Elizabeth E. Tallett                                        December 1, 1998
------------------------------------------
Elizabeth E. Tallett - Director

                                        4
INDEX TO EXHIBITS
                            INTEGRAMED AMERICA, INC.

Exhibit
  No.                              Description
-------           ---------------------------------------------------

5.1               Opinion of Bachner, Tally, Polevoy & Misher LLP,
                  with respect to the legality of the Common
                  Stock to be registered hereunder

10.2(b)           1992 Incentive and Non-Incentive Stock Option Plan, as amended
                  and restated

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Bachner, Tally, Polevoy & Misher LLP
                  (contained in Exhibit 5.1)

                                        5