<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended November 27, 2005

                                       or

[   ]     Transition report pursuant to section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the transition period from ______ to ________

                         Commission file number 1-11344
                                                -------

                       INTERMAGNETICS GENERAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                     14-1537454
         -------------------------------                    -------------------
         (State or other jurisdiction of                     (I.R.S. Employer
          incorporation or organization)                    Identification No.)


            450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (518) 782-1122
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



________________________________________________________________________________
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes __x__   No _____.
Indicate by check mark whether the registrant is an accelerated filer (as
defined as Rule 12b-2 of the Exchange Act).
                                   Yes __x__   No _____.

As of December 27, 2005, the registrant had 28,159,579 shares of $.10 par value
Common Stock outstanding.






                                        1
<PAGE>

<TABLE>
<CAPTION>
                                     INTERMAGNETICS GENERAL CORPORATION

                                                  CONTENTS


PART I - FINANCIAL INFORMATION

<S>      <C>                                                                                           <C>
Item 1:  Financial Statements:

         Consolidated Balance Sheets - November 27, 2005 and May 29, 2005................................3

         Consolidated Income Statements - Three and Six Months Ended
           November 27, 2005 and November 28, 2004.......................................................5

         Consolidated Statements of Cash Flows - Six Months Ended
           November 27, 2005 and November 28, 2004.......................................................6

         Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income -
           Six Months Ended November 27, 2005 ...........................................................7

         Notes to Consolidated Financial Statements......................................................8

Item 2:  Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................................................21

Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................31

Item 4:  Controls and Procedures........................................................................31


PART II - OTHER INFORMATION.............................................................................32


SIGNATURES..............................................................................................33

CERTIFICATIONS..........................................................................................34
</TABLE>


                                                     2
<PAGE>




INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
                                                              November 27,              May 29,
                                                                  2005                   2005
                                                              ------------             --------
<S>                                                           <C>                      <C>
ASSETS

  Cash and cash equivalents                                   $     10,054             $  6,970
  Trade accounts receivable, less allowance
    (November 27, 2005 - $1,516; May 29, 2005 - $1,549)             66,328               60,682
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                                1,823                  718
  Inventories:
    Consigned products                                               1,256                1,158
    Finished products                                                8,375                7,349
    Work in process                                                 16,422               11,261
    Materials and supplies                                          30,713               20,497
                                                              ------------             --------
                                                                    56,766               40,265
  Deferred income taxes                                              6,042                6,042
  Prepaid expenses and other                                         3,121                2,623
                                                              ------------             --------
    TOTAL CURRENT ASSETS                                           144,134              117,300

PROPERTY, PLANT AND EQUIPMENT
  Land and improvements                                              2,128                2,128
  Buildings and improvements                                        19,378               19,410
  Machinery and equipment                                           50,735               45,186
  Leasehold improvements                                             1,022                  935
                                                              ------------             --------
                                                                    73,263               67,659
  Less accumulated depreciation and amortization                    28,077               24,685
                                                              ------------             --------
                                                                    45,186               42,974

INTANGIBLE AND OTHER ASSETS
  Goodwill                                                         169,910              169,910
  Other intangibles, less accumulated amortization
     (November 27, 2005 - $17,764; May 29, 2005 - $15,100)          48,912               51,519
  Derivative asset                                                   1,478                  396
  Deferred compensation investments                                  5,281                4,338
  Other assets                                                       3,666                3,211
                                                              ------------             --------

    TOTAL ASSETS                                              $    418,567             $389,648
                                                              ============             ========
</TABLE>





                                        3

<PAGE>


INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
                                                              November 27,          May 29,
                                                                  2005               2005
                                                              ------------         --------
<S>                                                           <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current portion of long-term debt                           $        212         $ 12,404
  Accounts payable                                                  15,309           22,136
  Salaries, wages and related items                                  9,618           11,691
  Customer advances and deposits                                     1,162            1,951
  Product warranty reserve                                           3,445            4,073
  Accrued income taxes                                               1,360            3,305
  Other liabilities and accrued expenses                             7,763           10,189
                                                              ------------         --------
    TOTAL CURRENT  LIABILITIES                                      38,869           65,749

LONG-TERM DEBT, less current portion                                58,559           19,885
DEFERRED INCOME TAXES                                               20,135           19,618
NOTE PAYABLE                                                         5,000            5,000
DERIVATIVE LIABILITY                                                                     52
DEFERRED COMPENSATION OBLIGATION                                     8,047            4,338

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred Stock, par value $.10 per share:
    Authorized - 2,000,000 shares
    Issued and outstanding - None
  Common Stock, par value $.10 per share:
    Authorized - 80,000,000 shares
    Issued (including shares in treasury):
      November 27, 2005 - 30,217,051 shares;
      May 29, 2005 - 29,970,403 shares                               3,022            2,997
  Additional paid-in capital                                       214,055          208,074
  Notes receivable from employees                                   (2,152)          (2,542)
  Retained earnings                                                 94,412           82,490
  Accumulated other comprehensive income                             1,172              352
                                                              ------------         --------
                                                                   310,509          291,371
  Less cost of Common Stock in treasury
    November 27, 2005 - 2,071,440 shares;
    May 29, 2005 - 1,872,546 shares                                (22,552)         (16,365)
                                                              ------------         --------
                                                                   287,957          275,006
                                                              ------------         --------


    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $    418,567         $389,648
                                                              ============         ========
</TABLE>



See notes to consolidated financial statements.


                                        4
<PAGE>



INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
                                                                    Three Months Ended                    Six Months Ended
                                                            -----------------------------------  -----------------------------------
                                                               November 27,      November 28,       November 27,      November 28,
                                                                  2005              2004               2005              2004
                                                            ----------------- -----------------  ----------------- -----------------
<S>                                                         <C>               <C>                <C>               <C>
Net revenues                                                $         78,112  $         66,175   $        149,128  $        117,699

Cost of revenues                                                      42,952            34,946             82,822            63,354
                                                            ----------------- -----------------  ----------------- -----------------

Gross margin                                                          35,160            31,229             66,306            54,345

Product research and development                                       7,635             6,188             14,971            11,147
Selling, general and administrative:
    Stock based compensation                                           3,153             1,566              5,229             2,693
    Accelerated stock based compensation                                                 1,875                                1,875
    Other selling, general and administrative                         13,433            14,807             26,140            25,487
Amortization of intangible assets                                      1,267             1,673              2,664             3,057
Impairment of intangible assets                                                            913                                  913
                                                            ----------------- -----------------  ----------------- -----------------
                                                                      25,488            27,022             49,004            45,172

Operating income                                                       9,672             4,207             17,302             9,173
Interest and other income                                              1,033               211              1,187               412
Interest and other expense                                              (945)           (1,117)            (1,591)           (2,129)
Gain on litigation settlement                                                                                 600
Adjustment to gain on prior period sale of division                      648                                  648             1,094
                                                            ----------------- -----------------  ----------------- -----------------
Income from continuing operations before income taxes                 10,408             3,301             18,146             8,550
Provision for income taxes                                             3,570               934              6,224             2,756
                                                            ----------------- -----------------  ----------------- -----------------

INCOME FROM CONTINUING OPERATIONS                                      6,838             2,367             11,922             5,794

Discontinued operations:
  Income from operations of discontinued subsidiary                                      2,708                                5,594
  Provision for income taxes                                                               941                                1,942
                                                            ----------------- -----------------  ----------------- -----------------

  INCOME FROM DISCONTINUED OPERATIONS                                      -             1,767                  -             3,652

                                                            ----------------- -----------------  ----------------- -----------------
NET INCOME                                                  $          6,838  $          4,134   $         11,922  $          9,446
                                                            ================= =================  ================= =================

Basic Net Income per Common Share:
  Continuing operations                                     $           0.24  $           0.09   $           0.42  $           0.22
  Discontinued operations                                                                 0.06                                 0.13
                                                            ----------------- -----------------  ----------------- -----------------
      Basic Net Income per Common Share                     $           0.24  $           0.15   $           0.42  $           0.35
                                                            ================= =================  ================= =================

Diluted Net Income per Common Share:
  Continuing operations                                     $           0.24  $           0.09   $           0.42  $           0.21
  Discontinued operations                                                                 0.06                                 0.13
                                                            ----------------- -----------------  ----------------- -----------------
      Diluted Net Income per Common Share                   $           0.24  $           0.15   $           0.42  $           0.34
                                                            ================= =================  ================= =================
</TABLE>


See notes to consolidated financial statements.

                                        5
<PAGE>


INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                        Six Months Ended
                                                                              -----------------------------------
                                                                                November 27,       November 28,
                                                                                   2005               2004
                                                                              ----------------   ----------------
<S>                                                                           <C>                <C>
OPERATING ACTIVITIES
Net income                                                                    $        11,922    $         9,446
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                                                       6,384              6,398
    Stock based compensation                                                            5,229              2,693
    Loss on sale and disposal of assets                                                   318                370
    MRID profit sharing contribution                                                                       1,875
    Impairment of intangible asset                                                                           913
    Amortization of debt issuance costs                                                   142                149
    Adjustment to gain on prior period sale of division                                  (648)            (1,094)
    Change in operating assets and liabilities net of effects from acquisitions:
       Increase in accounts receivable and costs and estimated
         earnings in excess of billings on uncompleted contracts                       (6,771)           (12,979)
       Increase in inventories and prepaid expenses and other assets                  (17,620)            (2,750)
       Increase (decrease) in accounts payable and accrued expenses                   (14,040)             5,695
                                                                              ----------------   ----------------
   NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                (15,084)            10,716

INVESTING ACTIVITIES
Purchases of property, plant and equipment                                             (6,280)            (4,399)
Proceeds from sale of equipment                                                            30
Purchase of Invivo, net of cash acquired                                                                     (99)
Purchase of MRID, net of cash acquired                                                                   (38,317)
Cash in lieu of shares                                                                                       (10)
Investment in patent and production rights                                                (57)              (536)
                                                                              ----------------   ----------------
    NET CASH USED IN INVESTING ACTIVITIES                                              (6,307)           (43,361)

FINANCING ACTIVITIES
Proceeds from sale of Common Stock, including exercise of stock options                 1,062                850
Proceeds from employees - Executive Stock Purchase Plan                                   390                240
Purchase of Treasury Stock                                                             (3,422)            (1,603)
Payment to obtain debt financing                                                                            (155)
Proceeds from long term borrowings                                                     65,000             45,000
Principal payments on note payable and long-term debt                                 (38,518)           (21,140)
                                                                              ----------------   ----------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                          24,512             23,192

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   (37)               341
                                                                              ----------------   ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        3,084             (9,112)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        6,970             11,868
                                                                              ----------------   ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $        10,054    $         2,756
                                                                              ================   ================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:

Issuance of Common Stock as consideration for purchase of MRID                                   $        49,597
                                                                                                 ================
Issuance of note payable as consideration for purchase of MRID due in 2007                       $         5,000
                                                                                                 ================
</TABLE>

See notes to consolidated financial statements.



                                        6
<PAGE>


INTERMAGNETICS GENERAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE INCOME (LOSS)
Six Months Ended November 27, 2005
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                           Accumulated
                                                                     Additional               Other                     Notes
                                                            Common    Paid-in   Retained   Comprehensive Treasury    Receivable
                                                            Stock     Capital   Earnings   Income (Loss)   Stock    from Employees
                                                           --------- ---------- ---------  ------------- ---------- --------------
<S>                                                        <C>       <C>        <C>        <C>           <C>        <C>
BALANCES AT MAY 29, 2005                                    $ 2,997  $ 208,074  $ 82,490          $ 352  $ (16,365)      $ (2,542)

Comprehensive income:
   Net income                                                                     11,922
   Unrealized gain on derivatives, net of tax benefit                                               743
   Unrealized loss on foreign currency translation                                                  (72)
   Minimum pension liability adjustment, net of tax                                                 149

         Total comprehensive income

Issuance of 246,648 shares of Common Stock, related
  to exercises of stock options and stock based compensation     25      1,037
Accrual for Stock based compensation                                     4,944
Treasury stock upon exercise of stock options                                                                  (83)
Treasury stock purchase                                                                                     (3,338)
Employee shares held by the Company's Deferred Compensation Plan                                            (2,766)
Repayments of note receivable                                                                                                 390

                                                           --------- ---------- ---------  ------------- ---------- --------------
BALANCES AT NOVEMBER 27, 2005                               $ 3,022  $ 214,055  $ 94,412        $ 1,172  $ (22,552)      $ (2,152)
                                                           ========= ========== =========  ============= ========== ==============
</TABLE>


<TABLE>
<CAPTION>


                                                          Comprehensive
                                                             Income
                                                          --------------
<S>                                                       <C>
BALANCES AT MAY 29, 2005

Comprehensive income:
   Net income                                                    11,922
   Unrealized gain on derivatives, net of tax benefit               743
   Unrealized loss on foreign currency translation                  (72)
   Minimum pension liability adjustment, net of tax                 149
                                                          --------------
         Total comprehensive income                             $12,742
                                                          ==============
Issuance of 246,648 shares of Common Stock, related
  to exercises of stock options and stock based compensation
Accrual for Stock based compensation
Treasury stock upon exercise of stock options
Treasury stock purchase
Employee shares held by the Company's Deferred Compensation Plan
Repayments of note receivable


BALANCES AT NOVEMBER 27, 2005

</TABLE>



See notes to consolidated financial statements.

                                        7
<PAGE>

INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION:

         In the opinion of Management, the accompanying unaudited Consolidated
Financial Statements contain all adjustments, which are of a normal recurring
nature, necessary to state fairly the Company's financial position at November
27, 2005, and the results of its operations, cash flows and changes in
stockholders' equity for the periods presented. The results for the three and
six months ended November 27, 2005, are not necessarily indicative of the
results to be expected for the entire year. The Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Company's
Consolidated Financial Statements for the year ended May 29, 2005, filed on Form
10-K on August 12, 2005.

         The Consolidated Financial Statements include the accounts of the
Company and its subsidiaries. All significant inter-company transactions have
been eliminated in consolidation. It is the Company's policy to reclassify prior
year consolidated financial statements to conform to current year presentation.

CASH EQUIVALENTS:

         The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

ALLOWANCE FOR DOUBTFUL ACCOUNTS:

         The Company records an allowance for doubtful accounts for estimated
receivable losses. Management considers historical collection experience and
reviews aging reports on its outstanding receivable balances on a regular basis
to assess the collectibility of these balances, and adjusts the allowance for
doubtful accounts accordingly. Increases to the allowance are expensed and
included in operating expenses. The allowance and the related receivable are
reduced when the account is deemed uncollectible.

REVENUE RECOGNITION:

         The Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 101 as amended by Staff Accounting Bulletin No. 104, on product
that has been shipped. In these cases, all the criteria for revenue recognition
have been met including, but not limited to: persuasive evidence of an
arrangement exists; the arrangement includes a product price that is fixed and
determinable; the company has accomplished what it must do to satisfy the terms
of the arrangement including passing title and risk of loss to our customer upon
shipment; and collection from our customer is reasonably assured in accordance
with the terms in the arrangement.

         In other instances, the Company recognizes revenue in accordance with
Staff Accounting Bulletin No. 101 as amended by Staff Accounting Bulletin No.
104, on product that is complete and ready to ship for which our customer has
requested a delay in delivery. In these cases, all the criteria for revenue
recognition have been met including, but not limited to: the customer has a
substantial business purpose; there is a fixed delivery date; title and risk of
loss has transferred to our customer; the product is complete and ready for
shipment; and the product has been segregated and is not available to be used to
fill other orders. Upon notification from our customer the product is shipped to
the stated destination. As of November 27, 2005 and November 28, 2004, there
were no bill and hold sales.

         The Company recognizes revenue and profit on long-term development
contracts based upon actual time and material costs incurred plus contractual
earned profit. These types of contracts typically provide engineering services
to achieve a specific scientific result relating to superconductivity. The
customers for these contracts are both commercial customers and various state
and federal government agencies. When government agencies are providing revenue
we do not expect the government to be a significant end user of the resulting
products. Therefore, the Company does not reduce Internal Research and
Development by the funding received.

         The Company accrues for possible future claims arising under terms of
various warranties (one to three years) made in connection with the sale of
products. The reduction in warranty expense for the three and six months ended
November 27, 2005, is primarily due to a current period change in estimate as a
result of new information available during the quarter. The following table is a
reconciliation of the change in the aggregate accrual for product warranty for
the three months ended November 27, 2005:





                                        8



<PAGE>
<TABLE>
<CAPTION>
                                        Three Months           Three Months            Six Months            Six Months
                                            Ended                 Ended                  Ended                  Ended
(Dollars in thousands)                 November 27, 2005     November 28, 2004      November 27, 2005      November 28, 2004
                                    ----------------------  -------------------   ---------------------  --------------------
<S>                                 <C>                     <C>                    <C>                    <C>
Balance at beginning of period                    $ 3,973              $ 3,145                 $ 4,073               $ 3,189
 Reserves acquired from
  acquisition of MRID Corp.                                                                                               87
 Warranty expense                                    (253)                 347                      (1)                  605
 Cost of warranty performed                          (275)                (313)                   (627)                 (702)
                                    ----------------------  -------------------   ---------------------  --------------------

Ending Balance                                    $ 3,445              $ 3,179                 $ 3,445               $ 3,179
                                    ======================  ===================   =====================  ====================
</TABLE>

INVENTORIES:

         Inventories are stated at the lower of cost or market value. Cost is
determined on a standard cost basis that approximates the first-in, first-out
(FIFO) method. Variances from standard costs are accumulated as they are
incurred and are included in the carrying value of inventory to the extent
appropriate. Market value is determined based on the net realizable value.
Appropriate consideration is given to obsolescence, excessive levels and other
factors in evaluating net realizable value. At November 27, 2005 and May 29,
2005 the Company had reserves for excess and obsolete inventory of $3,109,000
and $2,801,000, respectively.

PROPERTY, PLANT AND EQUIPMENT:

         Land and improvements, buildings and improvements, machinery and
equipment and leasehold improvements are recorded at cost. Depreciation is
computed using the straight-line method in a manner that is intended to amortize
the cost of such assets over their estimated useful lives. Leasehold
improvements are amortized on a straight-line basis over the remaining initial
term of the lease or estimated useful life, whichever is shorter. For financial
reporting purposes, the Company provides for depreciation of property, plant and
equipment over the following estimated useful lives:

                  Land improvements                                25 years
                  Buildings and improvements                   7 - 40 years
                  Machinery and equipment                      3 - 15 years
                  Leasehold improvements                       2 - 15 years

         Significant additions or improvements extending assets' useful lives
are capitalized; normal maintenance and repair costs are expensed as incurred.

         The cost of fully depreciated assets remaining in use is included in
the respective asset and accumulated depreciation accounts. When items are sold
or retired, related gains or losses are included in income.

INCOME TAXES:

         Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

         Investment and other tax credits are included in income when realized.

FOREIGN CURRENCY TRANSLATION:

         Foreign currency translation adjustments arise from conversion of the
Company's foreign subsidiary's financial statements to US currency for reporting
purposes, and are included in Other Comprehensive Income (Loss) in stockholders'
equity on the accompanying consolidated balance sheets. Realized foreign
currency transaction gains and losses are included in interest and other expense
in the accompanying consolidated income statements.




                                        9
<PAGE>

GOODWILL AND OTHER INTANGIBLES:

         In accordance with Statement of Financial Accounting Standard No. 142
"Goodwill and Other Intangible Assets", the Company performs a test for goodwill
impairment annually during the second fiscal quarter of each year (or at an
interim date if certain events occur or circumstances change that would more
likely than not reduce the fair value of the reporting unit below its carrying
amount). A determination of impairment is made based upon the estimated
discounted future cash flows of the operations associated with the related
reporting unit. If goodwill is determined to be impaired the Company would be
required to record a charge to its results of operations.

IMPAIRMENT OF LONG-LIVED ASSETS:

         In accordance with SFAS No. 144 "Accounting for Impairment or Disposal
of Long-Lived Assets", the Company reviews long-lived assets for impairment
whenever events such as significant changes in the business climate, plant
closures, changes in product offerings, or other circumstances indicate that the
carrying amount may not be recoverable. The determination of whether these
assets are impaired involves significant judgments such as long term revenue
projections, weighted average cost of capital, product cost reductions, market
penetration and sufficient product research and development to keep pace with
market demand. Changes in strategy and/or market conditions may result in
adjustments to recorded asset balances.

PRODUCT RESEARCH AND DEVELOPMENT:

         Product research and development costs which include, labor, materials,
external contractor fees and applicable overhead allocations are charged to
operations when incurred and are included in operating expenses.

STOCK-BASED COMPENSATION:

         The intrinsic value method of accounting under the provisions of APB
No. 25, "Accounting for Stock Issued to Employees", is used for stock-based
compensation plans. Under the intrinsic value method, compensation cost is
measured as the excess, if any, of the quoted market price of the stock at the
grant date over the amount an employee must pay to acquire the stock.

         Under SFAS 123, "Accounting for Stock-Based Compensation" (SFAS 123) as
amended, compensation costs for stock option grants would be based on the fair
value at the grant date and the resulting compensation expense would be shown as
an expense on the consolidated income statements as the option vests. The
following pro forma net income and earnings per share information has been
determined as if the Company had accounted for stock-based compensation awarded
under its stock option plans using the fair value-based method under SFAS 123:

(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                                       Three Months Ended               Six Months Ended
                                                                  -----------------------------    -----------------------------
                                                                  November 27,     November 28,    November 27,     November 28,
                                                                      2005            2004             2005            2004
                                                                  ------------     ------------    ------------     ------------
<S>                                                               <C>              <C>             <C>              <C>
Net income (as reported)                                          $      6,838     $      4,134    $     11,922     $      9,446
  Add recorded non-cash stock compensation, net of tax                   2,072            2,247           3,436            2,983
  Less non-cash stock compensation under SFAS No 123, net of tax        (2,269)          (2,537)         (3,934)          (3,675)
                                                                  ------------     ------------    ------------     ------------
Pro forma Net Income                                              $      6,641     $      3,844    $     11,424     $      8,754
Earnings per Common Share (as reported):
   Basic                                                          $       0.24     $       0.15    $       0.42     $       0.35
                                                                  ============     ============    ============     ============
   Diluted                                                        $       0.24     $       0.15    $       0.42     $       0.34
                                                                  ============     ============    ============     ============
Earnings per Common Share (pro forma):
   Basic                                                          $       0.24     $       0.14    $       0.41     $       0.32
                                                                  ============     ============    ============     ============
   Diluted                                                        $       0.23     $       0.14    $       0.40     $       0.32
                                                                  ============     ============    ============     ============
</TABLE>

PER SHARE AMOUNTS:

         Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
Common Stock were exercised or converted into Common Stock or resulted in the
issuance of Common Stock that then shared in the earnings of the Company.



                                       10
<PAGE>


COMPREHENSIVE INCOME:

         Comprehensive income (loss) currently consists of net income, foreign
currency translation adjustments, minimum pension liability adjustments and gain
(loss) on derivative activity and is presented in the consolidated statements of
changes in stockholders' equity and comprehensive income (loss), net of tax.

USE OF ESTIMATES:

         In order to prepare these consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America, management of the Company has made a number of estimates and
assumptions relating to the reporting of assets, liabilities, revenue and
expenses and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS:

         In May 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, "Accounting Changes and Error Corrections--A Replacement of
APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective
application to prior periods' financial statements for changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 also requires that
retrospective application of a change in accounting principle be limited to the
direct effects of the change. Indirect effects of a change in accounting
principle, such as a change in non-discretionary profit-sharing payments
resulting from an accounting change, should be recognized in the period of the
accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived non-financial assets be
accounted for as a change in accounting estimate affected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. The
Company is required to adopt the provision of SFAS 154, as applicable, beginning
in fiscal 2007.

         On March 29, 2005, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 107 (SAB 107) regarding the Staff's
interpretation of Share-Based Payments. This interpretation expresses the views
of the staff regarding the interaction between Statement of Financial Accounting
Standards Statement No. 123 (revised 2004) Share-Based Payment (Statement 123R)
and certain SEC rules and regulations and provide the staff's views regarding
the valuation of share-based payment arrangements for public companies. In
particular, this SAB provides guidance related to share-based payment
transactions with nonemployees, the transition from nonpublic to public entity
status, valuation methods, the accounting for certain redeemable financial
instruments issued under share-based payment arrangements, the classification of
compensation expense, non-GAAP financial measures, first-time adoption of
Statement 123R in an interim period, capitalization of compensation cost related
to share-based payment arrangements, the accounting for income tax effects of
share-based payment arrangements upon adoption of Statement 123R, the
modification of employee share options prior to adoption of Statement 123R and
disclosures in Management's Discussion and Analysis ("MD&A") subsequent to
adoption of Statement 123R. The Company will adopt SAB 107 in connection with
its adoption of Statement 123R which is expected to have a material impact on
the Company's results of operations.

         On December 16, 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment. Statement 123(R) would require us to measure all employee
stock-based compensation awards using a fair value method and record such
expense in our consolidated financial statements. In addition, the adoption of
Statement 123(R) will require additional accounting related to the income tax
effects and additional disclosure regarding the cash flow effects resulting from
share-based payment arrangements. In April 2005, the SEC issued a Final Rule
amending Rule 4-01(A) of Regulation S-X which amends the effective date of this
statement to fiscal years beginning after June 15, 2005. Therefore this
Statement applies to the Company beginning with the quarter ending August 27,
2006. The Company has not completed its analysis of the impact of this
statement, however, it is expected that the application of this Statement will
have a material impact on the Company's results of operations.

         In November 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 151, "Inventory costs - An
Amendment of ARB No. 43 Chapter 4" ("SFAS No. 151"). SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). This Statement requires that those items
be recognized as current-period charges. In addition, this Statement requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. The provisions of
this statement shall be effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. Management does not believe the adoption of
SFAS No. 151 will have a material impact on the Company's financial position and
results of operations.






                                       11
<PAGE>



Note B - Disposition/Acquisition

         During the third quarter of fiscal year 2005, the Company completed the
sale of its wholly-owned subsidiary, IGC-Polycold Systems, Inc. ("Polycold") the
sole subsidiary in the Company's Instrumentation segment. The revenues and net
operating profit of Polycold, for the three and six months ended November 28,
2004 are included in discontinued operations as required by SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" as follows:
<TABLE>
<CAPTION>
(In thousands)                                  Three Months Ended        Six Months Ended
                                                 November 28, 2004          November 28, 2004
                                              ------------------------    ----------------------
<S>                                           <C>                         <C>
Net revenues to external customers                            $ 8,981                  $ 17,205

Net operating income                                            2,711                     5,597
</TABLE>
         During the first quarter of fiscal year 2005, the Company completed its
purchase of MRI Devices Corporation ("MRID"). The following (unaudited) pro
forma consolidated income statement has been prepared in accordance with SFAS
No. 141 "Business Combinations" as if the acquisition of MRID occurred at the
beginning of fiscal year 2005:

                                                  Six Months Ended
                                                    November 28,
                                                        2004
                                                  ----------------

Net revenues                                      $        124,180
                                                  ================
Net income                                        $         10,271
                                                  ================
Earnings per share:
  Basic                                           $           0.37
                                                  ================
  Diluted                                         $           0.36
                                                  ================

      In the above pro forma consolidated income statement, net income for the
six months ended November 28, 2004 includes about $2.7 million of non-recurring
charges net of tax which primarily consists of $1.2 million for a stock
contribution made to a profit sharing plan for original MRID employees prior to
change of control; about $600,000 for an impairment charge on the acquired MRID
trade name; and about $900,000 for other acquisition related charges. In
addition, the pro-forma net income includes $3.6 million of income, net of tax
from discontinued operations. The above pro forma results do not include revenue
synergies.

Note C - Long-term Debt

         On September 1, 2005, the Company executed an amended and restated
Credit Agreement with its existing group of commercial lenders. The Amended and
Restated Credit Agreement effectively increases the Company's unsecured
revolving credit facility from $105 million to $200 million and eliminates the
amortizing term loan portion of the facility, which had been $25 million. The
maturity date of the Agreement has been extended from December 2008 until
September 2010. In addition, the Company received more favorable financial
covenants including improved debt leverage and interest coverage ratios. In
conjunction with this amendment, the Company was required to pay a
non-refundable commitment fee and other direct costs to administer the amendment
totaling $318,000. These costs were deferred and will be amortized straight-line
over the remaining life of the debt.

         In connection with the execution of the Agreement, the Company borrowed
$55 million under the amended and restated facility. The proceeds were used
principally to retire amounts borrowed under the original credit agreement
including the entire $19.4 million balance remaining on the term loan and the
$14 million borrowed under the revolving portion of the facility. An additional
$4 million was used to retire the mortgage on its Latham, New York manufacturing
facility which matured in November 2005. The balance of the proceeds will be
used to meet working capital requirements and other corporate expenses.

         On November 16, 2005, the Company made the final payment of $3,943,000
on its mortgage payable related to the Latham, NY facility. The interest rate
swap agreement that effectively hedged the variable rate of this mortgage also
expired on November 16, 2005.




                                       12
<PAGE>

As of November 27, 2005 and May 29, 2005, the Company had the following
long-term debt outstanding:
<TABLE>
<CAPTION>
                                                                                                      As of
                                                                                         ---------------------------
(In thousands)                                                                           November 27,        May 29,
--------------                                                                               2005             2005
                                                                                         ---------------------------
<S>                                                                                      <C>                 <C>
Long-Term Debt:
     Mortgage and notes payable                                                          $      3,771        $ 7,976
     Term loan (Retired the $19.4 million outstanding effective September 1, 2005)                  -         20,313
     Revolving line of credit ($200 milllion effective September 1, 2005)                      55,000          4,000
                                                                                         ------------        -------
     Total long-term debt                                                                      58,771         32,289

     Less current maturities                                                                      212         12,404
                                                                                         ------------        -------

     Long-term debt excluding current maturities                                         $     58,559        $19,885
                                                                                         ============        =======
</TABLE>
      In addition to the long-term debt noted above, during the first quarter of
fiscal year 2005, the Company issued a $5.0 million three-year note payable that
accrues interest at LIBOR plus 0.5% in conjunction with the acquisition of MRI
Devices.

      As of November 27, 2005, the Company had $144.4 million additional
borrowing capacity under its unsecured revolving credit facility which is net of
$640,000 of standby letters of credit issued to the Company's insurance agent as
collateral for potential workers' compensation claims.

Note D - Per Share Information

A summary of the shares used in the calculation of net income per Common Share
is shown below:

(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                     Three Months Ended          Six Months Ended
                                  -------------------------  -------------------------
                                  November 27, November 28,  November 27, November 28,
                                     2005         2004          2005          2004
                                  ------------ ------------  -----------  ------------
<S>                            <C>             <C>           <C>          <C>
Income available to
  Common shareholders             $      6,838 $      4,134  $    11,922  $      9,446
                                  ============ ============  ===========  ============

Weighted average shares             28,169,367   27,979,535   28,156,526    27,334,721

Dilutive potential Common
  Shares:
     Warrants                           90,774       77,912       89,519        73,919
     Restricted Stock                    4,672        2,165        3,220           677
     Stock options and Awards          394,214      418,901      387,634       391,868
                                  ------------ ------------  -----------  ------------
Adjusted weighted average
  shares                            28,659,027   28,478,513   28,636,899    27,801,185

Net income per Common Share:
     Basic                        $       0.24 $       0.15  $      0.42  $       0.35
                                  ============ ============  ===========  ============
     Diluted                      $       0.24 $       0.15  $      0.42  $       0.34
                                  ============ ============  ===========  ============
</TABLE>
         As of November 27, 2005, the Company had 1,035,550 shares of restricted
stock, net of vesting and forfeitures, outstanding to key employees for a
performance-based plan that ends in fiscal year 2007. These shares are
restricted units, which will convert into common stock only upon the achievement
of compounded growth in the Company's pre-tax diluted earnings per share greater
than eight percent over five fiscal years. For 895,350 outstanding shares, the
vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 15%, 20% and 65%
respectively. For 104,700 outstanding shares, the vesting schedule in fiscal
years 2003 through 2007 is 0%, 0%, 0%, 40% and 60% respectively. For 35,500
shares, the vesting schedule in fiscal years 2003 through 2007 is 0%, 0%, 0%, 0%
and 100% respectively. In the current year, based upon forecasted performance
management has determined that it is probable that performance targets will be
met. For the three months ended November 27, 2005 and November 28, 2004, and the
corresponding six months ended, the Company recognized expense of $2,693,000,
$1,421,000 and $4,509,000 and $2,402,000, respectively.




                                       13
<PAGE>

         As of November 27, 2005, the Company has an additional 1,134,000 shares
of restricted stock outstanding to key employees for a performance-based plan
that ends in fiscal year 2010. These shares are restricted units which will
convert into common stock only upon the achievement of compounded growth in the
Company's pre-tax diluted earnings per share greater than eight percent over the
next five fiscal years. The vesting schedule in fiscal years 2006 through 2010
is 0%, 0%, 15%, 20% and 65% respectively. In the current year, the stock is not
considered dilutive. The Company will record expense for the restricted stock
when management determines it will be probable that the performance targets will
be met. At that time the expense will be recorded and treated as variable
through the date that the restriction lapses. Additional shares of restricted
stock may be granted to newly hired key employees.

         As of November 27, 2005 the Company had outstanding 76,075 time-based
shares of restricted stock to certain employees. These shares are vesting over
time ranging from 1 to 5 years. For the three months ended November 27, 2005 and
November 28, 2004, and the corresponding six months ended, the Company had
recorded expense of $298,000, $28,000 and $395,000 and $58,000, respectively.

         As of November 27, 2005 the Company had outstanding 19,515 shares of
restricted stock to the Board of Directors. These shares are vesting over a five
year time frame at 10%, 10%, 10%, 10%, and 60%, respectively. For the three
months ended November 27, 2005 and November 28, 2004 and the corresponding six
months ended, the Company had recorded expense of $20,000, $8,000 and $40,000
and $15,000, respectively.

         As of November 27, 2005, the Company had issued 16,350 shares of Common
Stock at a fair market value of $25.29 per share as compensation to the Board of
Directors. For the three months ended November 27, 2005 and November 28, 2004
and the corresponding six months ended, the Company had recorded expense of
$103,000, $109,000 and $207,000 and $218,000, respectively.

         As of November 27, 2005, the Company had issued 29,500 shares to fund
employee benefit plans for MRID employees with a value of $624,000 being
recognized as compensation expense ratably over a contractual four year vesting
period. For the three months and six months ended November 27, 2005, the Company
had recorded expense of $39,000 and $78,000.

         In addition to the Company stock and award plans, the Company also
maintains a deferred compensation plan ("the plan") in which certain management
and highly compensated employees are eligible to defer a maximum of 25% of the
participant's salary and up to 100% of the participant's bonus. The compensation
deferred under this plan is credited with earnings or losses based upon changes
in values of the investments elected by the plan participant. Each plan
participant is fully vested in all deferred compensation and any earnings
credited to their accounts. The deferrals are invested by the Company through a
Rabbi trust ("the trust"). The trust invests these deferred amounts based upon
elections made by the plan participants into various funds designated by the
plan, one of which includes Company common stock. Any Company common stock held
by the trust is treated as treasury shares.

         The Company accounts for the plan in accordance with Emerging Issues
Task Force (EITF) No. 97-14 whereby the deferred compensation obligation is
classified as a liability and adjusted, with a corresponding charge or credit to
compensation cost, to reflect changes in the fair value of amounts owed to
employees under the plan. The equal and offsetting assets held by the trust are
recorded as an other asset with equal and offsetting fluctuations in fair value
being charged or credited to other non-operating income. As of November 27,
2005, the liability under the plan and the equal and offsetting fair value of
the trust assets amounted to $8,665,000. For the three months and six months
ended November 27, 2005, the amount recognized as additional compensation
expense and the equal and offsetting credit to other non-operating income was
$813,000 and $879,000, respectively.

Note E- Segment and Related Information

         The Company operates in three reportable segments: Magnetic Resonance
Imaging (MRI), Medical Devices, and Energy Technology. During the third quarter
of fiscal year 2005, the Company sold IGC- Polycold Systems, Inc. the sole
subsidiary in its Instrumentation segment. In addition, during the first quarter
of fiscal year 2005, the MRI segment included OEM sales of Radio Frequency (RF)
coils, which are now included in the Medical Devices segment. As a result, all
prior year data has been restated to reflect these changes.

         The MRI segment consists primarily of the manufacture and sale of low
temperature superconducting ("LTS") magnets (by the IGC-Magnet Business Group).






                                       14
<PAGE>


         The Medical Devices segment consists of one collectively managed
entity, Invivo Corporation, with a universal brand identity of "Invivo".
Invivo's management team concentrates on the collective growth, revenues and
profitability of its two divisions; Invivo Patient Care (IPC) and Invivo
Diagnostic Imaging (IDI). Invivo Patient Care designs and manufactures patient
monitors, primarily for use in MRI suites. IPC also designs and manufactures
bedside monitors and central station monitoring systems. Invivo Diagnostic
Imaging (formerly IGC-MAI and MRID) designs and manufactures Radio Frequency
(RF) coils, which are used to enhance the image quality of MRI systems. In
addition, IDI manufactures visualization and analysis systems which are software
based products used in conjunction with RF coils in diagnostic imaging and
interventional diagnostic procedures. Invivo sells its products to original
equipment manufacturers such as Philips Medical Systems, GE Healthcare, Siemens
Medical Solutions, Toshiba Medical Systems and Hitachi Medical Systems. Invivo
also distributes its products directly through a global sales network that
serves both IDI and IPC. In addition, Invivo sells its products to group
purchasing organizations, research hospitals, universities and other luminary
sites.

         The Energy Technology segment, operated through SuperPower Inc., is
developing second generation, high-temperature superconducting (HTS) materials
that we expect to use in devices designed to enhance capacity, reliability and
quality of transmission and distribution of electrical power.

         The accounting policies of the reportable segments are the same as
those described in Note A of the Notes to Consolidated Financial Statements. The
Company evaluates the performance of its reportable segments based on operating
income (loss).

         Summarized financial information concerning the Company's reportable
segments is shown in the following table:
















                                       15
<PAGE>

SEGMENT DATA
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                           ------------------------------------------------------------------
                                                                     November 27, 2005
                                           ------------------------------------------------------------------
                                            Magnetic Resonance     Medical          Energy
                                                Imaging            Devices        Technology        Total
                                           -------------------  --------------  ---------------  ------------
<S>                                        <C>                  <C>             <C>              <C>
Net revenues to external customers:
  Magnet systems                                     $ 34,549                                       $ 34,549
  Patient Monitors and RF Coils                                      $ 40,727                         40,727
  Other                                                                                $ 2,836         2,836
                                           -------------------  --------------  ---------------  ------------
          Total                                        34,549          40,727            2,836        78,112

Segment operating income (loss)                         6,001           5,146           (1,475)        9,672

Goodwill                                                              169,910                        169,910

Total assets                                        $ 137,119        $269,706          $11,742      $418,567
</TABLE>


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                           ------------------------------------------------------------------
                                                                     November 28, 2004
                                           ------------------------------------------------------------------
                                            Magnetic Resonance     Medical          Energy
                                                Imaging            Devices        Technology        Total
                                           -------------------  --------------  ---------------  ------------
<S>                                        <C>                  <C>             <C>              <C>
Net revenues to external customers:
  Magnet systems                                     $ 29,506                                       $ 29,506
  Patient Monitors and RF Coils                                      $ 33,644                         33,644
  Other                                                                                $ 3,025         3,025
                                           -------------------  --------------  ---------------  ------------
          Total                                        29,506          33,644            3,025        66,175

Segment operating income (loss)                         1,317           4,635           (1,745)        4,207

Goodwill                                                              169,626                        169,626

Total assets                                         $126,371        $243,019          $11,602      $380,992
</TABLE>




                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                           ------------------------------------------------------------------
                                                                       November 27, 2005
                                           ------------------------------------------------------------------
                                            Magnetic Resonance     Medical          Energy
                                                Imaging            Devices        Technology        Total
                                           -------------------  --------------  ---------------  ------------
<S>                                        <C>                  <C>             <C>              <C>
Net revenues to external customers:
  Magnet systems                                     $ 62,664                                       $ 62,664
  Patient Monitors and RF Coils                                      $ 80,593                         80,593
  Other                                                                                $ 5,871         5,871
                                           -------------------  --------------  ---------------  ------------
          Total                                        62,664          80,593            5,871       149,128

Segment operating income (loss)                        10,728           9,794           (3,220)       17,302

Goodwill                                                              169,910                        169,910

Total assets                                        $ 137,119        $269,706          $11,742      $418,567
</TABLE>
<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                           ------------------------------------------------------------------
                                                                       November 28, 2004
                                           ------------------------------------------------------------------
                                            Magnetic Resonance     Medical          Energy
                                                Imaging            Devices        Technology        Total
                                           -------------------  --------------  ---------------  ------------
<S>                                        <C>                  <C>             <C>              <C>
Net revenues to external customers:
  Magnet systems                                     $ 53,609                                       $ 53,609
  Patient Monitors and RF Coils                                      $ 59,515                         59,515
  Other                                                                                $ 4,575         4,575
                                           -------------------  --------------  ---------------  ------------
          Total                                        53,609          59,515            4,575       117,699

Segment operating income (loss)                         4,378           8,642           (3,847)        9,173

Goodwill                                                              169,626                        169,626

Total assets                                         $126,371        $243,019          $11,602      $380,992
</TABLE>





                                       17
<PAGE>




         The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                        --------------------------------------
                                                                        November 27, 2005    November 28, 2004
                                                                        -----------------    -----------------
<S>                                                                     <C>                  <C>
Reconciliation of income from continuing operations before income taxes:

Total operating income from reportable segments                         $           9,672    $           4,207

Interest and other income                                                           1,033                  211
Interest and other expense                                                           (945)              (1,117)
Adjustment to gain on prior period sale of division                                   648
                                                                        -----------------    -----------------
Income from continuing operations before income taxes                   $          10,408    $           3,301
                                                                        =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                        --------------------------------------
                                                                        November 27, 2005    November 28, 2004
                                                                        -----------------    -----------------
<S>                                                                     <C>                  <C>
Reconciliation of income from continuing operations before income taxes:

Total operating income from reportable segments                         $          17,302    $           9,173

Interest and other income                                                           1,187                  412
Interest and other expense                                                         (1,591)              (2,129)
Gain on litigation settlement                                                         600
Adjustment to gain on prior period sale of division                                   648                1,094
                                                                        -----------------    -----------------
Income from continuing operations before income taxes                   $          18,146    $           8,550
                                                                        =================    =================
</TABLE>
Note F - Goodwill and Other Intangible Assets

         The Company follows the provisions of Statement of Financial Accounting
Standards No. 142 (FAS No. 142), "Goodwill and Other Intangible Assets". FAS No.
142 changed the accounting for goodwill from an amortization method to an
impairment-only approach.

The components of other intangibles are as follows:

(Dollars in Thousands)
                                     As of November 27, 2005
                                  --------------------------------------------
                                                                    Weighted
                                  Gross Carrying    Accumulated   Average Life
                                      Amount       Amortization     in Years
                                  --------------  --------------  ------------
Amortized intangible assets
     Production rights            $        8,750  $        8,750           5.5
     Patents                               3,956           1,308          17.9
     Trade names/trademarks               11,510             844          25.0
     Product name/trademark                4,640             629          10.5
     Know-how and core technology         17,940           3,077           9.3
     Product technology and design         4,930           1,227           6.6
     OEM customer relationships           14,950           1,929          12.0
                                  --------------  --------------
                                  $       66,676  $       17,764          12.5
                                  ==============  ==============

         Aggregate amortization expense from continuing operations for the three
and six months ended November 27, 2005 and November 28, 2004 was $1,267,000;
$2,664,000 and $1,673,000; $3,057,000, respectively. All intangibles are
amortized on a straight line basis.




                                       18
<PAGE>

Estimated Amortization Expense:


For the year ending May 2006               $  5,197
For the year ending May 2007               $  5,064
For the year ending May 2008               $  5,064
For the year ending May 2009               $  5,053
For the year ending May 2010               $  5,017

         There were no changes to recorded goodwill during the three months
ended November 27, 2005. Management has evaluated goodwill for impairment during
the quarter ended November 27, 2005, in accordance with SFAS No. 142 and
determined that no impairment exists. Management will perform the next annual
goodwill impairment test during the quarter ended November 26, 2006 unless an
event occurs or circumstances change that would more likely than not reduce the
fair value of the reporting unit below its carrying amount. Note G - Derivative
Instruments and Hedging Activities

         The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
effective May 28, 2001. SFAS No. 133, as amended by SFAS No.138, "Accounting for
Certain Derivative and Certain Hedging Activities", requires that all derivative
instruments be recognized on the balance sheet at their fair value and changes
in fair value be recognized immediately in earnings, unless the derivatives
qualify as hedges in accordance with the Standard. The change in fair value for
those derivatives that qualify as hedges is recorded in stockholders' equity as
other comprehensive income (loss).

         On November 16, 2005, the interest rate swap agreement having a
notional amount of about $3.9 million matured in connection with the final
payment on our mortgage payable related to our Latham, NY facility. The fair
value of this interest rate swap increased $52,000 during the six months ended
November 27, 2005 to a fair value of $0 at maturity.

         On September 2, 2005, the Company entered into an interest rate swap
agreement with a commercial bank in connection with the $55 million borrowing
under its recently amended and restated credit facility. This interest rate swap
is designated as a cash flow hedge, having a notional principle amount as of
November 27, 2005 of $36.6 million. This agreement will effectively hedge the
Company's interest rate exposure on a portion of its long term debt to a fixed
rate of 4.27%. This interest rate swap agreement will mature on September 1,
2010. The fair value of this interest rate swap was $971,000 as of November 27,
2005.

         On February 5, 2004, the Company entered into an interest rate swap
agreement designated as a cash flow hedge with a commercial bank, having a
notional principle amount of $18.4 million as of November 27, 2005. This
agreement effectively hedges the Company's interest rate exposure on a portion
of its long term debt due on December 31, 2008 to a fixed rate of 2.95% plus
applicable margins. This interest rate swap agreement matures on December 31,
2008. The fair value of this interest rate swap increased $111,000 to $507,000
during the six months ended November 27, 2005.

         The Company is exposed to credit loss in the event of non-performance
by the other parties to the interest rate swap agreements. However, the Company
does not anticipate non-performance by the counterparties.

         Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For the six months ended November 27, 2005 the Company
recorded a net other comprehensive gain of $743,000, net of tax, for the
interest rate swap agreements.

Note H - Environmental Remediation/Patent Indemnity

         The Company maintains a provision for potential environmental
remediation for two divisions (IGC-Advanced Superconductors "IGC-AS" and IGC-
APD Cryogenics, Inc. "IGC-APD") that were sold during fiscal 2002. The original
provisions were recorded under certain state property transfer laws should a
cleanup be required. These provisions which were based upon management's best
estimate using the information available at that time did not include a range of
loss. In addition, the Company maintains a reserve for a patent indemnity that
we provided to Sumitomo Heavy Industries (SHI) in connection with the
commercialization of a certain product.

         During the three months ended November 27, 2005, the permitting process
was completed at the APD facility with no penalties assessed. As a result, the
Company reduced the environmental remediation liability associated with the sale
IGC-APD by $451,000 to zero. In addition the Company reassessed its exposure on
its patent indemnity to SHI. As a result, the Company reduced its reserve by
$197,000 to $250,000. The combination of the accrual reductions resulted in an
adjustment to the gain on a prior period sale of a division of $648,000.





                                       19
<PAGE>

         If unexpected costs related to the environmental issues or patent
indemnity are incurred additional provisions will be needed. As of November 27,
2005, the total remaining reserve for environmental remediation relating to the
divestiture of IGC-AS and the patent indemnity relating to the divesture of
IGC-APD was approximately $94,000 and $250,000, respectively.




























                                       20
<PAGE>




ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

         Intermagnetics General Corporation ("Intermagnetics", "Company", "we"
or "us") makes forward-looking statements in this document. Typically, we
identify forward-looking statements with words like "believe," "anticipate,"
"perceive," "expect," "estimate" and similar expressions. Unless a passage
describes a historical event, it should be considered a forward-looking
statement. These forward-looking statements are not guarantees of future
performance and involve important assumptions, risks, uncertainties and other
factors that could cause the Company's actual results for fiscal year 2006 and
beyond to differ materially from those expressed in the forward-looking
statements. These important factors include, without limitation, the
assumptions, risks, and uncertainties set forth in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, as well as other
assumptions, risks, uncertainties and factors disclosed throughout this report
and in our Annual Report on Form 10-K as filed with the Securities and Exchange
Commission on August 12, 2005.

         Except for our continuing obligations to disclose material information
under federal securities laws, we are not obligated to update these
forward-looking statements, even though situations may change in the future. We
qualify all of our forward-looking statements by these cautionary statements.

OVERVIEW OF SIGNIFICANT EVENTS
------------------------------

         On September 1, 2005, we executed an amended and restated Credit
Agreement with our existing group of commercial lenders. The Amended and
Restated Credit Agreement effectively increases our unsecured revolving credit
facility from $105 million to $200 million and eliminates the amortizing term
loan portion of the facility, which had been $25 million. The maturity date of
the Agreement has been extended from December 2008 until September 2010. In
addition, we received more favorable financial covenants including improved debt
leverage and interest coverage ratios. In conjunction with this amendment, we
were required to pay a non-refundable commitment fee and other direct costs to
administer the amendment totaling $318,000. These costs were deferred and will
be amortized straight-line over the remaining life of the debt.

         In connection with the execution of the Agreement, we borrowed $55
million under the amended and restated facility. The proceeds were used
principally to retire amounts borrowed under the original credit agreement
including the entire $19.4 million balance remaining on the term loan and the
$14 million borrowed under the revolving portion of the facility. An additional
$4 million was used to retire the mortgage on its Latham, New York manufacturing
facility which matured in November 2005. The balance of the proceeds will be
used to meet working capital requirements and other corporate expenses.

         On September 2, 2005, we entered into an interest rate swap agreement
with a commercial bank in connection with the $55 million borrowing under our
recently amended and restated credit facility. This interest rate swap is
designated as a cash flow hedge, having an initial notional principle amount of
$35.6 million. This agreement will effectively hedge our interest rate exposure
on a portion of our long term debt to a fixed rate of 4.27%. This interest rate
swap agreement will mature on September 1, 2010.

         In addition, effective September 1, 2005 the Executive Committee of the
Company's Board of Directors authorized the Company to re-purchase up to
2,500,000 shares of the Company's stock. This authorization supersedes the
Board's previous re-purchase authorization, which was approved in July of 2002.
During the quarter ended November 27, 2005, we repurchased 117,700 shares with
an average price of $28.29.

           On February 15, 2005, during the third quarter of fiscal year 2005,
we completed the sale of our wholly-owned subsidiary, IGC-Polycold Systems, Inc.
("Polycold"), to Helix Technology Corporation ("Helix"). Helix purchased all of
the outstanding capital stock of Polycold for about $49.7 million in cash. The
decision to sell Polycold was a step in our overall strategic plan to focus
financial and managerial resources on the Company's growing and more profitable
medical devices business. The operations of Polycold are included in income from
discontinued operations for the three and six months ended November 28, 2004.

           On July 16, 2004, during the first quarter of fiscal year 2005 we
completed our purchase of MRI Devices Corporation ("MRID"), a privately held
company. MRID is a leading manufacturer of radio frequency (RF) coils and
related sub-systems for magnetic resonance imaging (MRI) systems. MRID's results
of operations have been included in our consolidated financial statements since
the date of acquisition and are included in our discussion on the Results of
Operations below. Since the acquisition, we have combined MRID and our
pre-existing RF coil subsidiary (IGC-Medical Advances) into one entity: Invivo
Diagnostic Imaging, a division of Invivo Corporation. This has resulted in
adding incremental value to this acquisition through the physical consolidation
of product development and manufacturing facilities in Wisconsin, a unified RF
coil management team and the integration of direct sales activities with Invivo
Corporation's world-class global sales team.



                                       21
<PAGE>


      SEGMENT STRUCTURE
      -----------------

         We operate in three reportable segments: Magnetic Resonance Imaging
(MRI), Medical Devices, and Energy Technology. During the third quarter of
fiscal year 2005, we sold IGC-Polycold Systems, Inc., the sole subsidiary in our
Instrumentation segment. In addition, during the first quarter of fiscal year
2005, the MRI segment included OEM sales of Radio Frequency (RF) coils, which
are now included in the Medical Devices segment. As a result, all prior year
data has been restated to reflect these changes.

         The MRI segment consists primarily of the manufacture and sale of low
temperature superconducting ("LTS") magnets (by the IGC-Magnet Business Group).

         Our Medical Devices segment consists of one collectively managed
entity, Invivo Corporation with a universal brand identity of "Invivo". Invivo's
management team concentrates on the collective growth, revenues and
profitability of its portfolio of products including RF-coils, vital sign
patient monitors, visualization and analysis products and service for these
products. RF-coils are application-specific devices that work as a part of the
overall MRI system to create images of specific anatomical areas of the body.
Examples include breast, head, knee and wrist RF-coils. These products are sold
directly to major original equipment manufacturers (OEM's) including Philips
Medical Systems ("Philips"), GE Healthcare ("GE"), Siemens Medical Solutions
("Siemens") and Toshiba Medical Systems ("Toshiba"). These products are also
sold directly to healthcare providers through Invivo's direct global sales
network comprised of direct sales representatives and independent distributors.
Vital sign monitoring products are devices used throughout hospital acute care
departments, ambulatory surgical outpatient centers, hospital based radiology
departments, and free-standing diagnostic imaging centers. These products
monitor and display respiratory and cardiac vital signs such as temperature,
heart rate and blood pressure. Invivo offers both MRI-compatible monitors for
use in the MRI imaging suite and bedside monitors with central viewing systems
at central nurse stations. Visualization and analysis systems are software based
products used in conjunction with RF coils in diagnostic imaging and
interventional diagnostic procedures. Invivo provides service through company
operated repair centers. An integral part of Invivo's sales and marketing
strategy is a corporate and national account program. Invivo enters into supply
agreements with Group Purchasing Organizations (GPO) to sell products to the GPO
member hospitals or healthcare facilities.

         In Energy Technology, our wholly-owned subsidiary, SuperPower, Inc.
("SuperPower") is developing high-temperature superconducting materials and
devices designed to enhance the capacity, reliability and quality of electrical
power transmission and distribution.

         The Company evaluates the performance of its reportable segments based
on operating income (loss). The Company operates on a 52/53-week fiscal year
ending the last Sunday during the month of May.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The Company's discussion and analysis of its financial condition and
results of operations are based upon, in part, the Company's consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires the Company to make estimates
and judgments that affect assets, liabilities, revenues, expenses and related
disclosure of contingent liabilities.

REVENUE RECOGNITION
-------------------

         The Company recognizes revenue in accordance with Staff Accounting
Bulletin No. 101 as amended by Staff Accounting Bulletin No. 104, on product
that has been shipped. In these cases, all the criteria for revenue recognition
have been met including, but not limited to: persuasive evidence of an
arrangement exists; the arrangement includes a product price that is fixed and
determinable; the company has accomplished what it must do to satisfy the terms
of the arrangement including passing title and risk of loss to our customer upon
shipment; and collection from our customer is reasonably assured in accordance
with the terms in the arrangement.






                                       22
<PAGE>


         In other instances, the Company recognizes revenue in accordance with
Staff Accounting Bulletin No. 101 as amended by Staff Accounting Bulletin No.
104, on product that is complete and ready to ship for which our customer has
requested a delay in delivery. In these cases, all the criteria for revenue
recognition have been met including, but not limited to: the customer has a
substantial business purpose; there is a fixed delivery date; title and risk of
loss has transferred to our customer; the product is complete and ready for
shipment; and the product has been segregated and is not available to be used to
fill other orders. Upon notification from our customer the product is shipped to
the stated destination. As of November 27, 2005 and November 28, 2004, there
were no bill and hold sales.

         The Company recognizes revenue and profit on long-term development
contracts based upon actual time and material costs incurred plus contractual
earned profit. These types of contracts typically provide engineering services
to achieve a specific scientific result relating to superconductivity. The
customers for these contracts are both commercial customers and various state
and federal government agencies. When government agencies are providing revenue
we do not expect the government to be a significant end user of the resulting
products. Therefore, the Company does not reduce Internal Research and
Development by the funding received.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
-------------------------------

         The Company records an allowance for doubtful accounts for estimated
receivable losses. Management considers historical collection experience and
reviews aging reports on its outstanding receivable balances on a regular basis
to assess the collectibility of these balances, and adjusts the allowance for
doubtful accounts accordingly. Increases to the allowance are expensed and
included in operating expenses. The allowance and the related receivable are
reduced when the account is deemed uncollectible.

INVENTORY RESERVES
------------------

         The Company maintains a reserve for inventory that has become damaged
in the manufacturing process or technologically obsolete. If technology advances
more rapidly than expected, manufacturing processes improve substantially or the
market for our products declines substantially, adjustments to reserves may be
required.

GOODWILL AND INTANGIBLE ASSET IMPAIRMENTS
-----------------------------------------

         Goodwill and other long-lived assets are reviewed for impairment
whenever events such as significant changes in the business climate, plant
closures, changes in product offerings, or other circumstances indicate that the
carrying amount may not be recoverable. Additionally, the Company performs a
test for goodwill impairment annually during the second quarter of each fiscal
year. The determination of whether these assets are impaired is calculated using
estimated discounted future cash flows of the operations associated with the
related reporting unit and involves significant judgments such as long term
revenue projections, weighted average cost of capital, product cost reductions,
market penetration and sufficient product research and development to keep pace
with market demand. Changes in strategy and/or market conditions may result in
adjustments to recorded asset balances.

WARRANTY RESERVES
-----------------

         The provision for warranty for potential defects with our manufactured
products is based on historical experience for the period the product was under
warranty during the fiscal year. In some cases, when historical warranty
information is not available the Company estimates warranty costs based on
spending related to the cost centers responsible for the warranty repair. The
Company believes these reserves are adequate based on the evaluation criteria,
procedures in place to control the manufacturing process and pre-testing of
newly developed products to ensure their manufacturability prior to commercial
introduction. If product quality declines, the Company may require additional
provisions.

RESERVE FOR ENVIRONMENTAL REMEDIATION
-------------------------------------

         The Company maintains a provision for potential environmental
remediation for businesses disposed of during fiscal 2002. (See also Note H in
the notes to the consolidated financial statements included herein.) These
provisions are based upon management's best estimate under the given
circumstances and available information. Our provision did not include any range
of loss. Therefore, we are unable to identify or estimate any additional loss
that is reasonably possible. The Company believes these provisions are adequate.
If unexpected costs related to the environmental issues are incurred additional
provisions will be needed. As of November 27, 2005 the total remaining reserve
for environmental remediation relating to the divestitures of IGC-AS and IGC-APD
was approximately $94,000.




                                       23
<PAGE>

RESULTS OF OPERATIONS
---------------------

         Consolidated revenues increased about $11.9 million or nearly 18%, to
$78.1 million, for the three months ended November 27, 2005, from continuing
operations revenues of $66.2 million for the same period last year. This
increase is primarily due to improved sales volume at our manufacturing
segments.
         For the six months ended November 27, 2005, consolidated revenues
increased $31.4 million or nearly 27% to $149.1 million from continuing
operations revenues of $117.7 million for the same period last year. This
increase was the result of improved revenues from all of our segments partially
due to the inclusion of MRI Devices, now Invivo Diagnostic Imaging or "IDI", for
the entire six month period versus only four and a half months of revenue
included during the first half of fiscal year 2005.

         MRI SEGMENT REVENUES
         --------------------

         MRI segment revenues during the three month period ended November 27,
2005 increased $5.0 million or 17.1% to $34.5 million compared to $29.5 million
during the same period last year. For the six months ended November 27, 2005,
MRI segment revenues increased nearly $9.1 million or 16.9% to $62.7 million
from $53.6 million during the same period last year. The increase in revenues
for both the quarter and six month period is a combination of increased magnet
shipments and improved product mix partially offset by the reduced contractual
selling prices on the 1.5T magnets.

         MEDICAL DEVICES REVENUES
         ------------------------
         Our Medical Devices segment revenues of $40.7 million for the three
months ended November 27, 2005 increased nearly $7.1 million or 21.1% over the
same quarter last year. Nearly $6.0 million of this increase is related to
improved direct sales of patient monitors and RF coils as a result of our
successful integration of the direct sales force. OEM sales were up slightly.

         For the six months ended November 27, 2005, revenues for the Medical
Devices segment of $80.6 million increased nearly $21.1 million or 35.4% over
the same six month period last year. Invivo provided about $36.1 million from
OEM RF coil and patient monitor revenues, an increase of about $11.2 million due
to an increase in overall OEM demand for RF coils and patient monitors. Invivo
provided about $44.4 million of revenues from direct sales of patient monitors
and RF coils, an increase of $9.9 million over the same period last year. This
increase is partially due to Invivo's global direct sales force having access to
sell MRID RF-coils for six months in the current year versus only four and half
months in fiscal year 2005.

         ENERGY TECHNOLOGY SEGMENT REVENUES
         ----------------------------------
         For the three months ended November 27, 2005, Energy Technology
revenues decreased $189,000 or 6.2% to $2.8 million. This decrease is primarily
due to reduced efforts on our fault current limiter project nearly offset by
increases in government and third-party billings on the cable and HTS materials
programs.

         Revenues for the six months ended November 27, 2005 increased $1.3
million or 28.3% to $5.9 million, over the corresponding period last year. The
increase over prior year period resulted from a net increase in government and
third-party billable revenue on the cable and HTS materials programs.

         GROSS MARGIN
         ------------
         Consolidated gross margin for the three months ended November 27, 2005,
increased $3.9 million to $35.2 million or 45% of net revenues compared to $31.2
million or 47.2% of net revenues last year. The MRI segment increased about $1.3
million but decreased 1.7% as a percent of revenues. The decrease in gross
margin as a percent of revenues is primarily due to the scheduled price
decreases in 1.5T magnet sales combined with an increase in lower margin high
field open (HFO) magnet sales. The HFO magnet, in its early stage
commercialization has not yet benefited from production efficiencies or higher
volumes on fixed costs. Medical Devices gross margin increased $3.1 million to
$22.0 million or 54.1% of revenues from nearly $19.0 million or 56.3% of
revenues for the same quarter last year. The increase in absolute dollars and
decrease as a percentage of revenues is primarily driven by a sales mix more
heavily weighted to lower margin, higher volume OEM sales in the current year.
Energy Technology gross margin decreased $552,000 to nearly $600,000 from the
same quarter last year. The decrease is due to a decrease in "in-kind"
contribution (pure margin) from a project partner on our cable program. This
contribution qualified as a non-reciprocal, non-monetary transfer of assets to
SuperPower.




                                       24
<PAGE>

         For the six months ended November 27, 2005, consolidated gross margin
of $66.3 million or 44.5% of net revenues increased nearly $12.0 million from
$54.3 million or 46.2% of net revenues from continuing operations. MRI segment
gross margins increased $3.0 million but decreased 0.6% as a percent of
revenues. The increase in absolute dollars corresponds to the increase in
revenues. The decrease as a percent of sales is due to scheduled price decreases
in 1.5T magnet sales combined with an increase in lower margin high field open
(HFO) magnet sales. The HFO magnet, in its early stage commercialization has not
yet benefited from production efficiencies or higher volumes on fixed costs.
Medical Devices gross margin increased $9.3 million to nearly $42.3 million or
52.5% of revenues from nearly $32.9 million or 55.4% of revenues for the same
period last year. The increase is again driven by sales mix between OEM and
direct sales and price competition in patient monitors. In addition the gross
margin contribution from MRID was only four and a half months during fiscal year
2005. Energy Technology gross margin decreased $589,000 to nearly $1.2 million
from the same period last year. The decrease is due to a decrease in "in-kind"
contribution (pure margin) from a project partner on our cable program.

         PRODUCT RESEARCH AND DEVELOPMENT
         --------------------------------

         Product research and development for the three months ended November
27, 2005, increased $1.4 million or 23.4% to $7.6 million from the same quarter
last year. This increase is driven by the development of next generation RF
coils and patient monitors as well as other new products in our Medical Devices
segment amounting to about $2.5 million. This increase was partially offset by a
net decrease in spending on various HTS projects in our Energy Technology
segment.

         For the six months ended November 27, 2005, product research and
development of nearly $15.0 million increased $3.8 million from the same period
last year. This increase is primarily due to $5.4 million of increased spending
on the development of the next generation RF coils and patient monitors as well
as new products in our Medical Devices segment. This increase was partially
offset by a $1.4 million net decrease in spending on various HTS projects in our
Energy Technology segment. Research and development spending in our MRI segment
decreased $161,000 or about 8% from the same period last year.

         SELLING, GENERAL AND ADMINISTRATIVE
         -----------------------------------

         For the three months ended November 27, 2005, selling, general and
administrative expenses, including stock based compensation, decreased nearly
$1.7 million to $16.6 million from $18.2 million for continuing operations of
the same period last year. The decrease is primarily due to the $3.5 million of
integration related charges incurred in the prior year due to the acquisition of
MRID and the integration into our Medical Devices segment. These charges
included a $1.9 million charge for a stock contribution made to a profit sharing
plan for original MRID employees prior to change of control and about $1.6
million of other integration related charges. There were no similar charges in
fiscal year 2006. Partially offsetting this decrease was an increase in
performance based stock compensation of about $1.6 million combined with
$813,000 of additional compensation recognized from the appreciation on the
Company's tax deferred compensation plan. An equal and offsetting gain was
recognized in interest income having no impact on net income.

         Selling, general and administrative expenses including stock based
compensation of $31.4 million for the six months ended November 27, 2005,
increased about $1.3 million or 4.4% over the same period last year. This
increase is primarily due to an increase in performance based stock compensation
of about $2.5 million over the same period last year. This expense is calculated
on forecasted performance. In addition, $879,000 of additional compensation was
recognized from the appreciation on the Company's tax deferred compensation
plan. An equal and offsetting gain was recognized in interest income having no
impact on net income. Finally, increased selling and marketing expenses in our
Medical Device segment of about $1.8 million resulting from the increase in
revenues combined with a full six month contribution from MRID. Partially
offsetting these increases were the $3.8 million of integration related charges
incurred in the prior year due to the acquisition of MRID and the integration
into our Medical Devices segment. These charges included a $1.9 million charge
for a stock contribution made to a profit sharing plan for original MRID
employees prior to change of control and about $1.9 million of other integration
related charges. There were no similar charges in fiscal year 2006.

         AMORTIZATION OF INTANGIBLE ASSETS
         ---------------------------------

         Amortization expense of $1.3 million for the three months ended
November 27, 2005 decreased $406,000 from the same period last year. The
decrease is primarily due to a full quarter of amortization on the production
rights at our Magnet Business Group in the second quarter of last year.
Amortization on these production rights was completed in June of 2005.

         For the six months ended, amortization expense of $2.7 million
decreased $393,000 from the same period last year. During June 2005, the first
month of fiscal year 2006, the amortization of the production rights at our
Magnet Business Group was completed. Partially offsetting this decrease is a
full quarter of amortization from the amortizable intangible assets resulting
from our acquisition of MRID on July 16, 2004.




                                       25
<PAGE>

         IMPAIRMENT OF INTANGIBLE ASSETS
         -------------------------------

         During our second fiscal quarter of last year, management, through
re-branding exercises and market analysis, determined that the acquired MRI
Devices trade name with an acquired value of $970,000 will no longer be
utilized. As a result, the company reduced the net book value of the acquired
MRI Devices trade name to zero resulting in an impairment charge of $913,000.

         OPERATING INCOME
         ----------------

         During the three and six months ended November 27, 2005 operating
income increased $5.5 million to $9.7 million and $8.1 million to $17.3 million
over the same periods last year, respectively. These increases are due to
improved revenues and margins as well as the non-recurring acquisition,
integration and impairment charges incurred in the prior year. In addition, the
six month period last year only included four and half months of operations from
our acquisition of MRID. These increases were partially offset by increases in
product research and development spending combined with increases in selling and
marketing costs and the increase in stock based compensation.

         INTEREST AND OTHER
         ------------------

         Interest and other income increased $822,000 and $775,000 for the three
and six months ended November 27, 2005, respectively. This increase is primarily
driven by the increase in earnings from the Company's income tax deferred
compensation plan of $813,000 and $879,000 for the three and six months ended
November 27, 2005, respectively. An equal and offsetting compensation charge was
recorded as an operating expense in accordance with Emerging Issues Task Force
(EITF) No. 97-14. Lower invested cash balances during the current six month
period and about $40,000 of grant income recognized by IDI in the prior year
partially offset the increased interest income for the six months ended November
27, 2005.

         During the six months ended November 27, 2005, the Company received
$600,000 resulting from a favorable patent litigation settlement.

         Interest and other expense of $945,000 and $1.6 million for the three
and six months ended November 27, 2005, respectively decreased $172,000 and
$538,000 from the corresponding three and six month periods last year. This
decrease is largely driven by lower average borrowings outstanding under our
credit facility combined with favorable pricing.

         During the three months ended November 27, 2005, $648,000 of other
income was recognized from a $451,000 reduction in the provision for potential
environmental remediation and $197,000 from a reduction in the provision for
patent indemnity relating to the sale of IGC- APD Cryogenics, Inc. ("IGC-APD")
during fiscal year 2002. (See also Footnote H in the Notes to the Consolidated
Financial Statements included herein).

         During the first quarter of last year, $1.1 million of other income was
recognized resulting from a reduction in the provision for potential
environmental remediation relating to the sale of IGC-Advanced Superconductors
("IGC-AS") during fiscal year 2002.

         Our effective tax rate of 34.3% for the three and six months ended
November 27, 2005, increased from 28.3% and 32.3% from continuing operations for
the same three and six month periods last year. The increase in our rate is
primarily due to a reversal of a $210,000 tax accrual during the second quarter
of last year based on a change by management upon review of certain tax planning
strategies. Partially offsetting this increase are the benefits from New York
State Empire Development Zone credits and the Qualified Production Activity
deductions of the American Jobs Creation Act which became effective during the
first quarter of this year. We continue to review optimal tax strategies to
minimize our effective tax rate.

DISCONTINUED OPERATIONS
-----------------------

         As a result of the sale of our wholly owned subsidiary, IGC-Polycold
Systems, Inc., effective February 15, 2005, and in accordance with SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets", we have
classified the income from operations for the three and six months ended
November 28, 2004 as discontinued operations. Polycold's revenues and net
operating profit included in discontinued operations is as follows:
<TABLE>
<CAPTION>
(In thousands)                                   Three Months Ended          Six Months Ended
                                                November 28, 2004           November 28, 2004
                                              ----------------------   -----------------------------
<S>                                           <C>                      <C>
Net revenues to external customers                          $ 8,981                        $ 17,205

Net operating income                                          2,711                           5,597
</TABLE>


                                       26

<PAGE>


LIQUIDITY AND CAPITAL COMMITMENTS
---------------------------------

         OPERATING ACTIVITIES
         --------------------

         For the six months ended November 27, 2005, we used about $15.1 million
in cash from operating activities compared to $10.7 million provided in the same
period last year. The decrease in cash from operating activities is primarily
due to increases in inventory as our MRI segment prepares for increased
production on higher cost products and our Medical Devices segment improves the
timing of its customer order fulfillment. In addition, decreases in accounts
payable and accrued expenses were partially offset by an increase in earnings
adjusted for non-cash items.

         INVESTING ACTIVITIES
         --------------------

         For the six months ended November 27, 2005, investing activities
consisted primarily of $6.3 million for purchases of property and equipment. The
$43.4 million of cash used during the six months ended November 28, 2004, is
mostly due to the $38.3 million of cash used to acquire MRID, purchases of
property and equipment of $4.4 million and $645,000 for other investing activity
requirements.

         FINANCING ACTIVITIES
         --------------------

         The $24.5 million provided through financing activities for the six
months ended November 27, 2005, primarily consisted of proceeds from our
recently amended and restated revolving credit facility of $55.0 million,
combined with the $10.0 million of borrowings under our revolving facility prior
to the amendment. The $55.0 million borrowed was used to retire the $14.0
million borrowed under our revolver prior to the amendment as well as the $19.4
million outstanding under our term loan. In addition there were about $5.0
million of scheduled payments on our long term debt which included the final
payment on our Latham, New York mortgage of $3.9 million. Proceeds of $1.1
million were received from exercises of stock options and nearly $3.4 million of
treasury shares were repurchased in the open market under the Board approved
stock repurchase program.

         During the same period last year, cash provided from financing
activities of about $23.2 million consisted of the $45 million received from
borrowings used to partially finance the acquisition of MRID offset by $21.4
million of principal payments on long term debt. Additional financing activities
during the quarter consisted of $850,000 from the exercise of stock options,
offset by the $1.6 million of treasury stock purchases.

         See the consolidated statement of cash flows, located elsewhere in this
report for further details on sources and uses of cash.

         CAPITAL COMMITMENTS
         -------------------

         Our capital and resource commitments as of November 27, 2005, consisted
of approximately $1.7 million of machinery, equipment and tooling used to
improve production processes and in research and development. Additionally, some
of the capital commitment is for computers and computer equipment to improve
engineering efficiency and to update other supporting functions. Individually,
none of these commitments are considered significant.

         ADEQUATE RESOURCES
         ------------------

         We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our available unsecured revolving credit facility.
Longer-term, in order to subsidize substantial increases in sales volume, large
research and development or capital expenditure requirements, or increases in
production capacity, we may need to raise additional funds. We would expect to
be able to do so through additional lines of credit, public offerings or private
placements. However, in the event funds were not available from these sources,
or on acceptable terms, we would expect to manage our growth within the
acceptable financing available including internally generated cash.

         Inflation has not had a material impact on our financial statements.




                                       27
<PAGE>

RISK FACTORS
------------

         You should carefully consider the risks described below before making
an investment decision with respect to Intermagnetics' common stock. Additional
risks not presently known to us, or that we currently deem immaterial, may also
impair our business. Any of these could have a material and negative effect on
our business, financial condition or results of operations. In addition to the
risk factors included elsewhere in this report:

THE COMPANY IS SUBJECT TO RISK ASSOCIATED WITH ACQUISITIONS.

         The Company acquired Invivo Corporation effective January 27, 2004, MRI
Devices Corporation (MRID) effective July 16, 2004, and may make additional
acquisitions in the future. Acquisitions involve numerous risks, including
difficulties in the integration of the operations, services, technologies,
products and personnel of the acquired companies, diversion of management's
attention from other business concerns, overvaluation of the acquired companies,
potential loss of key employees and customers of the acquired companies and lack
of acceptance by the marketplace of the acquired companies' products or
services. Future acquisitions may also result in dilution to existing
stockholders, the use of a substantial portion of the Company's cash, the
incurrence of debt, large one-time write-offs and the creation of goodwill or
other intangible assets that could result in significant impairment charges or
amortization expense. Moreover, the Company may face exposure to litigation and
other unanticipated contingent liabilities of the acquired companies. Any of
these problems or factors with respect to the acquisition of Invivo and MRID or
any other acquisition completed by the Company could result in a material
adverse effect to the Company's business, financial condition and results of
operations.

THE COMPANY MAY ON OCCASION BE SUBJECT TO SIGNIFICANT LITIGATION.

         The Company does business in the critical healthcare setting, and may
from time to time be subject to significant litigation arising from actual or
alleged injuries to patients. Litigation is by its nature costly and may divert
management's attention, either of which could adversely affect the Company's
operating results. In addition, if any current or future litigation is
determined adversely, the Company's operating results and financial condition
could be adversely affected.

THE COMPANY IS SUBJECT TO RISK OF NEW LAWS RELATED TO HEALTH CARE.

         The Company's customer base includes original equipment manufacturers
of medical diagnostic equipment, imaging centers, hospitals and other healthcare
providers. Changes in the law or new interpretations of existing laws may have a
significant effect on the Company's costs of doing business and the amount of
reimbursement the Company and its customers receive from both government and
third-party payers. In addition, economic forces, regulatory influences and
political initiatives are subjecting the health care industry to fundamental
changes. Federal, state and local government representatives are likely to
continue to review and assess alternative health care delivery systems and
payment methods. The Company expects ongoing public debate on these issues. Any
of these efforts or reforms could have a material adverse affect on the
Company's business and results of operations.

A SIGNIFICANT PORTION OF OUR REVENUE CURRENTLY COMES FROM A SMALL NUMBER OF
CUSTOMERS, AND ANY DECREASE IN REVENUE FROM THESE CUSTOMERS COULD HARM OUR
OPERATING RESULTS.

         We depend on a small number of customers for a large portion of our
business, and changes in our customers' orders may have a significant impact on
our operating results. If a major customer significantly reduces the amount of
business it does with us, there would be an adverse impact on our operating
results. Although we have broadened our customer base over the past two fiscal
years, we will continue to depend on sales to a relatively small number of major
customers. Because it often takes significant time to replace lost business, it
is likely that our operating results would be adversely affected if one or more
of our major customers were to cancel, delay or reduce significant orders in the
future. In addition, we generate significant accounts receivable in connection
with the products we sell to our major customers. Although our major customers
are large corporations, if one or more of our customers were to become insolvent
or otherwise be unable to pay for our products, our operating results and
financial condition could be adversely affected.

COMPETITION FROM EXISTING OR NEW COMPANIES COULD CAUSE US TO EXPERIENCE DOWNWARD
PRESSURE ON PRICES, FEWER CUSTOMER ORDERS, REDUCED MARGINS, THE INABILITY TO
TAKE ADVANTAGE OF NEW BUSINESS OPPORTUNITIES AND THE LOSS OF MARKET SHARE.

         Our MRI and Medical Device segments operate in a highly competitive
industry. We are subject to competition based upon product design, performance,
pricing, quality and service. While we try to maintain competitive pricing on
those products that are directly comparable to products manufactured by others,
in many instances our products will conform to more exacting specifications and
carry a higher price than analogous products manufactured by others.

         Our competitors include divisions of much larger, more diversified
organizations as well as a number of specialized companies. Some of them have
greater resources and larger staffs than we have. Many of our OEM customers and
potential OEM customers have the capacity to design and manufacture internally
the products we manufacture for them. We face competition from research and
product development groups and the manufacturing operations of our current and
potential customers, who continually evaluate the benefits of internal research
and product development and manufacturing versus outsourcing.


                                       26
<PAGE>


WE DEPEND ON OUR SUPPLIERS, SOME OF WHICH ARE THE SOLE SOURCE FOR OUR
COMPONENTS, AND OUR PRODUCTION WOULD BE SUBSTANTIALLY CURTAILED IF THESE
SUPPLIERS ARE NOT ABLE TO MEET OUR DEMANDS AND ALTERNATIVE SOURCES ARE NOT
AVAILABLE.

         We order raw materials and components denominated in U.S. Dollars to
complete our customers' orders, and some of these raw materials and components
are ordered from sole-source suppliers. Although we work with our customers and
suppliers to minimize the impact of shortages in raw materials and components,
we sometimes experience short-term adverse effects due to price fluctuations and
delayed shipments. If a significant shortage of raw materials or components were
to occur, we might have to delay shipments or pay premium pricing, which could
adversely affect our operating results. In some cases, supply shortages of
particular components will substantially curtail production of products using
these components. We are not always able to pass on price increases to our
customers. Accordingly, some raw material and component price increases could
adversely affect our operating results.

UNCERTAINTIES AND ADVERSE TRENDS AFFECTING THE MEDICAL DEVICE INDUSTRY,
INCLUDING THE MARKETS OF ANY OF OUR MAJOR CUSTOMERS MAY ADVERSELY AFFECT OUR
OPERATING RESULTS.

         Our business depends primarily on the MRI market, which is subject to
rapid technological change and pricing and margin pressure. In addition, changes
in government policy relating to reimbursement for the purchase and use of
medical capital equipment could also affect our sales.

OUR DELAY OR INABILITY TO OBTAIN ANY NECESSARY UNITED STATES OR FOREIGN
REGULATORY CLEARANCES OR APPROVALS FOR OUR NEW PRODUCTS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.

         Our products in the Medical Device segment are subject to a high level
of regulatory oversight. A delay or inability to obtain any necessary United
States or foreign regulatory clearances or approvals for our new products could
have a material adverse effect on our business. The process of obtaining
clearances and approvals can be costly and time-consuming. There is a further
risk that any approvals or clearances, once obtained, may be withdrawn or
modified. Medical devices cannot be marketed in the United States without
clearance or approval by the FDA. Medical devices sold in the United States must
also be manufactured in compliance with FDA rules and regulations, which
regulate the design, manufacture, packing, storage and installation of medical
devices. Moreover, medical devices are required to comply with FDA regulations
relating to investigational research and labeling. States may also regulate the
manufacture, sale and use of medical devices. Medical device products are also
subject to approval and regulation by foreign regulatory and safety agencies.

LOSS OF ANY OF OUR KEY PERSONNEL COULD HURT OUR BUSINESS BECAUSE OF THEIR
INDUSTRY EXPERIENCE AND THEIR TECHNOLOGICAL EXPERTISE.

         We operate in a highly competitive industry and depend on the services
of our key senior executives and our technological experts. The loss of the
services of one or several of our key employees or an inability to attract,
train and retain qualified and skilled employees, specifically engineering and
operations personnel, could result in the loss of customers or otherwise inhibit
our ability to operate and grow our business successfully.

OUR SUCCESS DEPENDS ON NEW PRODUCT DEVELOPMENT.

         We have continuing development programs designed to develop new
products and to enhance and improve our products. We are expending significant
resources on the development of new products in all of our segments. The
successful development of our products and product enhancements are subject to
numerous risks, both known and unknown, including:

o   Unanticipated delays;

o   access to capital;

o   budget overruns;

o   technical problems; and

o   other difficulties that could result in the abandonment or substantial
    change in the design, development and commercialization of these new
    products, including, for example, changes requested by the FDA in connection
    with pre-market approval applications for our medical device products or
    lack of government funding for our HTS initiatives.


                                       29
<PAGE>

         Given the uncertainties inherent with product development and
introduction, we cannot assure that any of our product development efforts will
be successful on a timely basis or within budget, if at all. Our failure to
develop new products and product enhancements on a timely basis or within budget
could harm our business and prospects.

OUR BUSINESS COULD BE HARMED IF OUR PRODUCTS CONTAIN UNDETECTED ERRORS OR
DEFECTS OR DO NOT MEET CUSTOMER SPECIFICATIONS.

         We are continuously developing new products and improving our existing
products. Newly introduced products can contain undetected errors or defects. In
addition, these products may not meet their performance specifications under all
conditions or for all applications. If, despite our internal testing and testing
by our customers, any of our products contains errors or defects or any of our
products fails to meet customer specifications, then we may be required to
enhance or improve those products or technologies. We may not be able to do so
on a timely basis, if at all, and may only be able to do so at considerable
expense. In addition, any significant reliability problems could result in
adverse customer reaction, negative publicity or legal claims and could harm our
business and prospects.

THERE ARE A NUMBER OF TECHNOLOGICAL CHALLENGES THAT MUST BE SUCCESSFULLY
ADDRESSED BEFORE OUR HTS PRODUCTS CAN GAIN WIDESPREAD COMMERCIAL ACCEPTANCE.

         Our HTS products are in the early stages of commercialization or
development and we must successfully address a number of technological
challenges to complete our development and commercialization efforts. We will
also need to improve the performance and/or reduce the cost of our HTS wire to
expand the number of commercial applications for it. We may be unable to meet
such technological challenges. Delays in development, as a result of
technological challenges or other factors, may result in the termination of
certain HTS product development efforts or delays in the introduction or
commercial acceptance of our products.

A WIDESPREAD COMMERCIAL MARKET FOR OUR HTS PRODUCTS MAY NOT DEVELOP.

         To date, there has been no widespread commercial use of HTS products.
It is possible that the market demands we currently anticipate for our HTS
products will not develop even if technological hurdles are overcome and that
HTS products will never achieve widespread commercial acceptance.

MANY OF OUR HTS PROJECTS ARE DEPENDENT UPON GOVERNMENT FUNDING, SUBCONTRACTORS
AND OTHER BUSINESS PARTNERS.

         We partner with other companies, including cable manufacturers and
suppliers of cryogenic systems on many of our HTS projects, such as our HTS
cable installation program. Accordingly, most of our current and planned
revenue-generating projects involve business partners on whose performance our
revenue and technical success is dependent. If these business partners fail to
deliver their products or perform their obligations on a timely basis, our
revenue from these projects may be delayed or decreased and our technical
success may be jeopardized. A significant source of revenue for our HTS projects
is the U.S. government (e.g., the Department of Energy) and this funding is
subject to annual appropriations. If the amount committed to each project is not
appropriated annually, then our revenue for HTS projects may be substantially
impacted.












                                       30
<PAGE>


ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
           ----------------------------------------------------------

         The Company's exposure to market risk through foreign currency
exchange, derivative financial instruments and other financial instruments, such
as investments in short-term cash equivalents and long-term debt, is not
material. The Company has minimal exposure to foreign currency exchange risk
with respect to sales as the Company's sales are primarily denominated in U.S.
Dollars. The Company does not currently hedge against foreign currency rate
fluctuations and an immediate 10% change in exchange rates would not have a
material impact on the Company's future operating results or cash flows.

         The financial instruments of the Company that are interest rate
dependent are an unsecured $200 million revolving credit facility and a variable
rate mortgage payable of about $1.2 million. With respect to its unsecured
credit facility the Company may elect to apply interest rates to borrowings
under (x) the higher of Wachovia's prime commercial lending rate or the federal
funds rate plus applicable margins or (y) the applicable London Interbank
Offered Rate ("LIBOR") plus applicable margins, whichever is more favorable. In
addition, the Company has entered into two "interest rate swap" agreements to
effectively hedge the total amount currently outstanding under our $200 million
revolving credit facility. The first agreement, in effect, fixes the rate on
$18.4 million of our long-term debt at 2.95% plus applicable margins and the
second agreement in effect, fixes the rate on $36.6 million of our long-term
debt at about 4.27%. See also Note G to the Company's consolidated financial
statements.

         The Company's objective in managing its exposure to changes in interest
rates is to limit the impact of changing rates on earnings and cash flow and to
lower its borrowing costs. With regards to invested cash the Company invests
only in high quality, low risk securities backed by the full faith of the United
States Government. The maximum duration of these securities are an average
weighted duration of 90 days or less.

           Additionally, the Company makes certain estimates about inventory
value, collectibility of accounts receivable, warranty expense and market
acceptance of new product under development. We use factors such as probability
of use, ability of a customer to pay, historical experience of product repair
and customer need and or acceptance of new products in making the associated
estimates. These estimates are believed to be reasonable and based on
information available at the time the estimate is made.

ITEM 4:   CONTROLS AND PROCEDURES
          -----------------------

(a) Evaluation of disclosure controls and procedures

         Our Chief Executive Officer and our Chief Financial Officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act)
Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this
quarterly report, have concluded that our disclosure controls and procedures are
effective based on their evaluation of these controls and procedures required by
paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.


(b) Changes in internal controls over financial reporting

         There have not been any changes in our internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.







                                       31
<PAGE>



PART II: OTHER INFORMATION

ITEM 2:    Purchases of Equity Securities by the Issuer and Affiliated Purchases
<TABLE>
<CAPTION>
                                                                                 MAXIMUM NUMBER
                                                      TOTAL NUMBER OF          OF SHARES THAT MAY
                   TOTAL NUMBER      AVERAGE         SHARES PURCHASED AS        YET BE PURCHASED
                    OF SHARES      PRICE PAID      PART OF OUR SHARE             UNDER OUR SHARE
  PERIOD (A)        PURCHASED       PER SHARE        REPURCHASE PROGRAM        REPURCHASE PROGRAM
-----------------------------------------------------------------------------------------------------
<S>                <C>             <C>            <C>                         <C>
 FISCAL YEAR
     2006
October              117,700        $ 28.29               117,700
                     -------                              -------
    Total            117,700                              117,700                  2,382,300
                     =======                              =======                  =========
</TABLE>

     (a) Information is presented on a fiscal calendar basis, consistent with
our quarterly financial reporting.

ITEM 4:    Submission of Matters to a Vote of Security Holders

     (a) The 2005 Annual Meeting of stockholders of the Company was held on
November 22, 2005.

     (b) At the Annual Meeting, the stockholders of the Company elected to the
Board of Directors all four nominees with the following vote:
<TABLE>
<CAPTION>
     ------------------------- ----------------------- --------------------- -------------------- --------------------
                                                                                                        BROKER
             DIRECTOR                   FOR                  WITHHELD              ABSTAIN             NON-VOTES
     ------------------------- ----------------------- --------------------- -------------------- --------------------
     <S>                       <C>                     <C>                   <C>                  <C>
     ------------------------- ----------------------- --------------------- -------------------- --------------------
     A. Jay Graf                     23,441,179                567,255               --                   --
     ------------------------- ----------------------- --------------------- -------------------- --------------------
     Michael E. Hoffman              22,420,241             1,588,193                --                   --
     ------------------------- ----------------------- --------------------- -------------------- --------------------
     Thomas L. Kempner               18,652,525             5,356,341                --                   --
     ------------------------- ----------------------- --------------------- -------------------- --------------------
     Sheldon Weinig                  22,728,178             1,280,256                --                   --
     ------------------------- ----------------------- --------------------- -------------------- --------------------
</TABLE>
     The terms of the Directors that continued after this Annual Meeting
     included; John M. Albertine, Glenn H. Epstein, and Larry Garberding

ITEM 6:    Exhibits

     (a) Exhibits

Certifications of Chief Executive Officer and Chief Financial Officer

         31.1   Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)

         31.2   Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)

         32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
                of 2002.

         32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as added by Section 906 of the Sarbanes-Oxley Act
                of 2002.










                                       32
<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           INTERMAGNETICS GENERAL CORPORATION


Dated:   January 6, 2006                   By:      /s/Glenn H. Epstein
                                                    ----------------------------
                                                    Glenn H. Epstein
                                                    Chairman and Chief Executive
                                                    Officer


Dated:   January 6, 2006                   By:      /s/Michael K. Burke
                                                    ----------------------------
                                                    Michael K. Burke
                                                    Executive Vice President and
                                                    Chief Financial Officer























                                       33