<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q/A


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

                 For the quarterly period ended August 26, 2001
                                                ---------------

                                       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)

                        New York                                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 Section 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common Stock, $.10 par value - 16,192,731 as of October 4, 2001.



<PAGE>




                       INTERMAGNETICS GENERAL CORPORATION

                                    CONTENTS

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
<S>                                                                                                     <C>

Item 1:  Financial Statements:

         Consolidated Balance Sheets - August 26, 2001 and  May 27, 2001.................................3

         Consolidated Income Statements - Three Months Ended
           August 26, 2001 and August 27, 2000...........................................................5

         Consolidated Statements of Cash Flows -  Three Months Ended
           August 26, 2001 and August 27, 2000...........................................................6

         Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
          Three Months Ended August 26, 2001 ............................................................7

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

Item 2:  Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................................................14

Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................17


PART II - OTHER INFORMATION.............................................................................19


SIGNATURES..............................................................................................20
</TABLE>




                                        2
<PAGE>




CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                                                   August 26,            May 27,
                                                                                      2001                 2001
                                                                                   ----------           ---------
                                                                                   (Unaudited)
<S>                                                                                <C>                  <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                        $   25,757           $  27,675
  Trade accounts receivable, less allowance
    (August 26, 2001 - $642; May 27, 2001 - $496)                                      22,675              21,615
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                                                   1,203                 642
  Inventories:
    Consigned products                                                                  3,925               7,176
    Finished products                                                                   1,034               2,142
    Work in process                                                                    17,029              12,768
    Materials and supplies                                                             14,299              12,337
                                                                                   ----------           ---------
                                                                                       36,287              34,423
  Deferred income taxes                                                                 3,362               3,362
  Prepaid expenses and other                                                            1,220               1,228
                                                                                   ----------           ---------
    TOTAL CURRENT ASSETS                                                               90,504              88,945

PROPERTY, PLANT AND EQUIPMENT
  Land and improvements                                                                 1,479               1,479
  Buildings and improvements                                                           18,243              18,243
  Machinery and equipment                                                              42,512              41,604
  Leasehold improvements                                                                  923                 923
                                                                                   ----------           ---------
                                                                                       63,157              62,249
  Less allowances for depreciation and amortization                                    38,767              37,787
                                                                                   ----------           ---------
                                                                                       24,390              24,462
  Equipment in process of construction                                                  4,467               2,801
                                                                                   ----------           ---------
                                                                                       28,857              27,263
INTANGIBLE AND OTHER ASSETS
  Available for sale securities                                                         6,034               6,145
  Other investments                                                                     3,500               3,500
  Goodwill and other non-amortizable intangibles                                       13,750              13,750
  Other intangibles, less accumulated amortization
     (August 26, 2001- $4,294; May 27, 2001 - $3,765)                                  10,361              10,890
  Other assets                                                                          1,665               1,665
                                                                                   ----------           ---------

    TOTAL ASSETS                                                                   $  154,671           $ 152,158
                                                                                   ==========           =========
</TABLE>



                                        3
<PAGE>

CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                                                    August 26,            May 27,
                                                                                      2001                 2001
                                                                                   -----------          -----------
                                                                                   (Unaudited)
<S>                                                                                <C>                  <C>
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
  Current portion of long-term debt                                                $     1,353          $     2,445
  Accounts payable                                                                       9,033               10,749
  Salaries, wages and related items                                                      6,508                6,840
  Customer advances and deposits                                                         1,736                2,054
  Product warranty reserve                                                               1,556                1,474
  Accrued income taxes                                                                   4,293                2,143
  Other liabilities and accrued expenses                                                 2,562                2,870
                                                                                   -----------          -----------
    TOTAL CURRENT  LIABILITIES                                                          27,041               28,575

LONG-TERM DEBT, less current portion                                                     6,120                6,185
DEFERRED INCOME TAXES                                                                    2,383                2,383
DERIVATIVE LIABILITY                                                                       232

SHAREHOLDERS' 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 - 40,000,000 shares
    Issued and outstanding (including shares in treasury):
      August 26, 2001 - 16,831,852 shares;
      May 27, 2001 - 16,693,997 shares;                                                  1,683                1,671
 Additional paid-in capital                                                            128,224              127,303
 Notes receivable from employees                                                        (1,354)              (1,501)
 Accumulated deficit                                                                      (950)              (4,590)
 Accumulated other comprehensive loss                                                   (2,887)              (2,047)
                                                                                   -----------          -----------
                                                                                       124,716              120,836
  Less cost of Common Stock in treasury
    August 26, 2001 and May 27, 2001 - 661,282 shares                                   (5,821)              (5,821)
                                                                                   -----------          -----------
                                                                                       118,895              115,015
                                                                                   -----------          -----------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $   154,671          $   152,158
                                                                                   ===========          ===========
</TABLE>


See notes to consolidated financial statements.

                                        4
<PAGE>

CONSOLIDATED INCOME STATEMENTS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                       --------------------------------------
                                                                          August 26,           August 27,
                                                                             2001                 2000
                                                                       -----------------    -----------------
<S>                                                                    <C>                  <C>
Net sales                                                                       $40,089              $31,711

Cost of products sold                                                            22,850               18,906
Inventory written off (recovery) in restructurings                                                       (38)
                                                                       -----------------    -----------------
                                                                                 22,850               18,868
                                                                       -----------------    -----------------

Gross margin                                                                     17,239               12,843

Product research and development                                                  4,018                1,562
Marketing, general and administrative                                             7,074                6,052
Amortization of intangible assets                                                   529                  762
                                                                       -----------------    -----------------
                                                                                 11,621                8,376
                                                                       -----------------    -----------------

Operating income                                                                  5,618                4,467
Interest and other income                                                           352                  261
Interest and other expense                                                         (127)                (776)
                                                                       -----------------    -----------------
Income  before income taxes                                                       5,843                3,952
Provision for income taxes                                                        2,203                1,525
                                                                       -----------------    -----------------

NET INCOME                                                                     $  3,640             $  2,427
                                                                       =================    =================

Earnings per Common Share:
  Basic                                                                           $0.23                $0.17
                                                                       =================    =================
  Diluted                                                                         $0.21                $0.16
                                                                       =================    =================
</TABLE>



See notes to consolidated financial statements.






                                        5
<PAGE>





CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                        ------------------------------------
                                                                                          August 26,          August 27,
                                                                                             2001                2000
                                                                                        ----------------    ----------------
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES
Net income                                                                                       $3,640             $ 2,427
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                                                                 1,503               1,770
    Non-cash compensation                                                                           115                  45
    (Gain) Loss on disposal of assets                                                                14                (14)
    Premium on debt conversion                                                                                          401
    Change in operating assets and liabilities:
      (Increase) decrease in accounts receivable and costs and estimated
         earnings in excess of billings on uncompleted contracts                                 (1,621)                 437
      (Increase) decrease in inventories and prepaid expenses and other                          (1,899)                 649
      (Decrease) increase in accounts payable and accrued expenses                                 (494)               2,764
                                                                                        ----------------    ----------------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                                                      1,258                8,479

INVESTING ACTIVITIES
Purchases of property, plant and equipment                                                       (2,588)              (1,425)
Proceeds from the sale of property, plant and equipment                                                                   22
Purchase of other intangibles                                                                                         (1,000)
                                                                                        ----------------    ----------------
    NET CASH USED IN INVESTING ACTIVITIES                                                        (2,588)              (2,403)

FINANCING ACTIVITIES
Proceeds from sale of Common Stock                                                                  919                  431
Repayments from employees                                                                           147
Principal payments on note payable and long-term debt                                            (1,157)              (1,151)
                                                                                        ----------------    ----------------
    NET CASH USED IN FINANCING ACTIVITIES                                                           (91)                (720)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                            (497)                (182)
                                                                                        ----------------    ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                 (1,918)               5,174

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                 27,675               12,527
                                                                                        ----------------    ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $ 25,757             $ 17,701
                                                                                        ================    ================
</TABLE>


See notes to consolidated financial statements.








                                        6
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
INTERMAGNETICS GENERAL CORPORATION
Three months ended August 26, 2001
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                           Accumulated
                                                Additional                    Other                     Notes
                                       Common    Paid-in    Accumulated   Comprehensive  Treasury     Receivable    Comprehensive
                                        Stock    Capital      Deficit     Income (Loss)    Stock    from Employees      Income
                                       ------   ----------  -----------  --------------  --------   --------------   ------------
<S>                                    <C>      <C>         <C>          <C>             <C>        <C>              <C>
Balances at May 27, 2001               $1,671    $127,703     ($4,590)      ($2,047)     ($5,821)       ($1,501)
Comprehensive income:
  Net income                                                    3,640                                                    3,640
  Unrealized loss on available for
   sale securities, net                                                        (111)                                      (111)
  Unrealized loss on foreign currency
   translation                                                                 (497)                                      (497)
  Loss on derivative                                                           (104)                                      (104)
  Transitional adjustment                                                      (128)                                      (128)
                                                                                                                     ---------
      Total comprehensive income                                                                                     $   2,800
                                                                                                                     =========
Net repayments                                                                                              147
Issuance of 137,855 shares of
 Common Stock, including exercise of
 stock options and sale of 1,648
 shares to IGC Savings Trust               12         921
                                       ------   ---------   -----------  --------------  --------   --------------   ---------
Balances at August 26, 2001            $1,683   $ 128,224         ($950)        ($2,887)  ($5,821)         ($1,354)
                                       ======   =========   ===========  ==============  ========   ==============
</TABLE>




                                        7
<PAGE>

INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - General

         In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments, which are of a normal recurring
nature, necessary to present fairly the Company's financial position at August
26, 2001 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three months
ended August 26, 2001 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 27, 2001, filed on Form 10-K on
August 27, 2001.

         It is the Company's policy to reclassify prior year consolidated
financial statements to conform to current year presentation.

Note B - Earnings Per Common Share

         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
                                                -----------------------------------------------------------------
                                                        August 26, 2001                   August 27, 2000
                                                --------------------------------  -------------------------------
<S>                                             <C>                               <C>
  Income available to common stockholders                              $ 3,640                            $ 2,427

  Weighted average shares                                           16,104,002                         14,454,118

  Dilutive potential Common Shares:
          Warrants                                                      41,578
          Stock options                                              1,325,036                          1,145,032
                                                                 -------------                    ---------------
  Adjusted weighted average shares                                  17,470,616                         15,599,150
                                                                 =============                    ===============

  Net income per common share:
          Basic                                                         $ 0.23                             $ 0.17
                                                                 =============                    ===============
          Diluted                                                       $ 0.21                             $ 0.16
                                                                 =============                    ===============
</TABLE>





                                        8
<PAGE>



Note C - New Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligation." This Statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-lived
assets and the associated asset retirement costs. It applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. As used in this
Statement, a legal obligation is an obligation that a party is required to
settle as a result of an existing or enacted law, statute, ordinance, or written
or oral contract or by legal construction of a contract under the doctrine of
promissory estoppel. This statement is effective for financial statements issued
for fiscal years beginning after June 15, 2002. Management does not expect the
adoption of SFAS No. 143 to have a material effect on the Company's financial
condition or results of operations.

Note D - Segment and Related Information

         The Company operates in three reportable segments: Magnetic Resonance
Imaging ("MRI"), Instrumentation, and Energy Technology. The MRI segment
consists primarily of the manufacture and sale of magnets (by the IGC-Magnet
Business Group), radio frequency coils (by IGC-Medical Advances Inc.), and
low-temperature superconducting wire (by IGC-Advanced Superconductors), all of
which are used principally in the medical diagnostic imaging market. The
Instrumentation segment consists of the manufacture and sale of refrigeration
equipment (by IGC-APD Cryogenics Inc. and IGC-Polycold Systems Inc.), used
primarily in ultra-high vacuum applications, industrial coatings, analytical
instrumentation, medical diagnostics and semiconductor processing and testing.
The Energy Technology segment, operated through IGC SuperPower LLC, is
developing second generation, high-temperature superconducting materials that we
expect to use in devices designed to enhance capacity, reliability and quality
of transmission and distribution of electrical power.

         Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss).







                                        9
<PAGE>



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

 (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                     -----------------------------------------------------------------
                                                                August 26, 2001
                                     -----------------------------------------------------------------
                                       Magnetic
                                      Resonance                             Energy
                                       Imaging        Instrumentation     Technology         Total
                                     -------------    ---------------   -------------    -------------
<S>                                  <C>              <C>               <C>              <C>
Net sales to external customers:
   Magnet systems                       $ 24,644                                            $ 24,644
   RF Coils                                3,172                                               3,172
   Superconductive wire                    1,031                                               1,031
   Refrigeration equipment                                 $10,343                            10,343
   Other                                                                      $ 899              899
                                     -------------    --------------    -------------    -------------
      Total                               28,847            10,343              899           40,089
Intersegment net sales                                       1,695                             1,695
Segment operating profit (loss)            6,712               715           (1,467)           5,960
Total assets                            $129,379          $ 18,767           $6,525         $154,671
</TABLE>

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                     -----------------------------------------------------------------
                                                                August 27, 2000
                                     -----------------------------------------------------------------
                                       Magnetic
                                      Resonance                             Energy
                                        Imaging       Instrumentation     Technology         Total
                                     -------------    ---------------   -------------    -------------
<S>                                  <C>              <C>               <C>              <C>
Net sales to external customers:
   Magnet systems                       $ 16,747                                            $ 16,747
   RF Coils                                3,114                                               3,114
   Superconductive wire                    2,868                                               2,868
   Refrigeration equipment                                  $7,802                             7,802
   Refrigerants                                                922                               922
   Other                                                                      $ 258              258
                                     -------------    --------------    -------------    -------------
      Total                               22,729             8,724              258           31,711
Intersegment net sales                                         681                               681
Segment operating profit (loss)            4,374               687             (626)           4,435
Total assets                            $114,555          $ 18,632           $4,838         $138,025
</TABLE>




                                       10
<PAGE>

         The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                        ----------------------------------------------
                                                            August 26, 2001           August 27, 2000
                                                        --------------------     ---------------------
<S>                                                     <C>                      <C>
Reconciliation of income before income taxes:

  Total profit from reportable segments                            $ 5,960                   $ 4,435
  Change in intercompany profit in ending inventory                   (342)                       32
                                                        --------------------     ---------------------
  Net operating profit                                               5,618                     4,467

Unallocated amounts:
  Interest and other income                                            352                       261
  Interest and other expense                                          (127)                     (776)
                                                        --------------------     ---------------------
Income before income taxes                                         $ 5,843                   $ 3,952
                                                        ====================     =====================
</TABLE>

Note E - Business Combinations, Goodwill and Other Intangible Assets

         In July 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 requires that all business combinations be accounted for under the
purchase method only and that certain acquired intangible assets in a business
combination be recognized as assets apart from goodwill. SFAS No. 142 requires
that ratable amortization of goodwill be replaced with periodic tests of the
goodwill's impairment and that identifiable intangible assets other than
goodwill be amortized over their useful lives. SFAS No. 141 is effective for all
business combinations initiated after June 30, 2001 and for all business
combinations accounted for by the purchase method for which the date of
acquisition is after June 30, 2001. The provisions of SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001; however, the
Company has elected to early adopt the provisions effective May 28, 2001.

The components of other intangibles are as follows:

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                             As of August 26 2001
                                             ----------------------------------------------------

                                              Gross Carrying      Accumulated          Weighted
                                                  Amount          Amortization       Average Life
                                              --------------      ------------       ------------
<S>                                          <C>                  <C>                <C>
Amortized Intangible Assets
  Production Rights                               $8,750             $2,652                 5.5
  Patents                                          3,944                498                17.9
  Trade Name                                         960                228                20.0
  Unpatented Technology                              930                860                 5.0
  Other                                               71                 56                 5.0
                                                 -------             ------              ------
                                                 $14,655             $4,294                 9.8
</TABLE>

Aggregate amortization expense for the quarter ended August 26, 2001 was
$529,000

Estimated Amortization Expense:

For the year ending May 2002          $1,938
For the year ending May 2003          $1,845
For the year ending May 2004          $1,845
For the year ending May 2005          $1,845
For the year ending May 2006          $  386

All intangibles are amortized on a straight line basis.

There have been no changes in the carrying amount of goodwill for the quarter
ended August 26, 2001. Management will evaluate goodwill for impairment during
the quarter ending November 25, 2001 in accordance with SFAS No. 142.

                                             As of August 26, 2001
                                           -------------------------
                                             Gross Carrying Amount
                                           -------------------------
      Non-amoritzed intangible assets
              Goodwill                              $ 6,786
              Core Technology                         6,964
                                                    -------
                                                    $13,750

                                       11
<PAGE>






         The table below shows the effect on net income had FAS 142 been adopted
in prior periods.

(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                        ----------------------------------------------
                                                            August 26, 2001           August 27, 2000
                                                        --------------------     ---------------------
<S>                                                     <C>                      <C>
  Net income                                                       $ 3,640                   $ 2,427
  Goodwill amortization                                                                          267
                                                        --------------------     ---------------------
  Adjusted net income                                              $ 3,640                   $ 2,694
                                                        ====================     =====================



                                                        Basic       Diluted       Basic       Diluted
                                                       --------- -- ---------    --------- -- ---------

Earnings per Common Share                                .23          .21          .17          .17
Effect of accounting charge                                                        .02          .02
                                                       ---------    ---------    ---------    ---------
Adjusted net income                                      .23          .21          .19          .19
                                                       =========    =========    =========    =========
</TABLE>

Note F - Derivative Instruments and Hedging Activities

         On June 15, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 was amended by SFAS
No. 137, which modified the effective date of SFAS No. 133 to all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133, as
amended, requires that all derivative instruments be recorded on the balance
sheet at their fair value. 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. The Company adopted SFAS No. 133 at the beginning
of the quarter ended August 26, 2001. The adoption of SFAS No. 133 resulted in
the recording of a derivative liability of $104,000 and other comprehensive loss
of $104,000 as well as a transition adjustment of $128,000 recorded as a
derivative liability and other comprehensive loss.

         The Company has entered into interest rate swap agreements to reduce
the effect of changes in interest rates on its floating rate long-term debt. At
August 26, 2001, the Company had outstanding interest rate swap agreements with
a commercial bank, having a total original notional principal amount of
approximately $5.735 million. Those agreements effectively change the Company's
interest rate exposure on its mortgages due 2005 to a fixed 6.88%. The interest
rate swap agreement matures at the time the related notes mature. The Company is
exposed to credit loss in the event of non-performance by the other parties to
the interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.







                                       12
<PAGE>

Note G - Subsequent Event


         On October 5, 2001, the Company announced it had signed an agreement to
divest its low-temperature superconducting (LTS) materials business,
IGC-Advanced Superconductors of Waterbury, Connecticut, for more than $30
million. The purchase price consists of $4 million of notes receivable over two
years and the balance in cash. The agreement between Intermagnetics and
Outokumpu Copper Products Oy, a subsidiary of the Outokumpu Group of Finland,
also includes a six-year strategic supply arrangement under which Intermagnetics
will purchase from Outokumpu a substantial portion of the LTS wire it requires
internally, primarily for manufacturing superconducting magnet systems for
magnetic resonance imaging systems. Intermagnetics will receive up to an
additional $4 million if it attains specified levels of LTS wire purchases over
the first two years of the agreement. Excluding that payment, the sale is
expected to result in a one-time pre-tax gain of approximately $15 million. The
sale is expected to close by the end of October 2001.












                                       13
<PAGE>




INTERMAGNETICS GENERAL CORPORATION

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

           The statements contained in this report which are not historical fact
are "forward-looking statements" that involve various important assumptions,
risks, uncertainties and other factors which could cause the Company's actual
results for fiscal year 2002 and beyond to differ materially from those
expressed in such forward-looking statements. These important factors include,
without limitation, the assumptions, risks, and uncertainties set forth herein,
as well as other assumptions, risks, uncertainties and factors disclosed
elsewhere in this report and in the Company's press releases, shareholders'
reports and filings with the Securities and Exchange Commission.

Company Overview
----------------

         The Company operates in three reportable operating segments: Magnetic
Resonance Imaging ("MRI"), Instrumentation, and Energy Technology. The MRI
segment consists primarily of the manufacture and sale of magnets (by the
IGC-Magnet Business Group), radio frequency coils (by IGC-Medical Advances
Inc.), and low-temperature superconducting wire (by IGC-Advanced
Superconductors, also known as IGC-AS), all of which are used principally in the
medical diagnostic imaging market. The Instrumentation segment consists of
refrigeration equipment produced by two subsidiaries, IGC-APD Cryogenics Inc.
(IGC-APD) and IGC-Polycold Systems Inc. (IGC-Polycold), used primarily in
ultra-high vacuum applications, industrial coatings, analytical instrumentation,
medical diagnostics and semiconductor processing and testing. The Energy
Technology segment, operated through IGC SuperPower LLC, a wholly-owned entity,
is developing second generation, high-temperature superconducting materials that
we expect to use in devices designed to enhance capacity, reliability and
quality of transmission and distribution of electrical power.

         Through February 25, 2001, the Company reported its operations in four
segments: Electromagnetics, Low-Temperature Superconductors, Refrigeration, and
Energy Technology. The change to these segments reflects our continued focus on
commercial market applications of core technology. The resulting reporting
segments are intended to relate to the primary markets which each serve, rather
than the technologies that give rise to individual products. Prior year segment
data has been reclassified to conform with current year presentation.

         Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. 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.






                                       14
<PAGE>



Results Of Operations
---------------------

         For the three months ended August 26, 2001, sales increased
approximately 26%, to $40.1 million, from $31.7 million for the same period last
year.

         Magnetic Resonance Imaging segment sales were up 27% for the quarter.
Magnet system sales were up 47% from last year's first quarter due largely to an
increase in customer demand. Sales of RF coils had a nominal increase for the
quarter over the same period last year. Sales of superconducting wire were down
about 64% for the quarter, due to reduced demand from the segment's largest
external customer.

         Instrumentation sales were up 19% for the quarter due to increases in
demand for refrigeration equipment products. These increases more than offset
the reduction in refrigerant sales resulting from our decision to exit that
business.

         Sales of the Energy Technology segment increased by 248% for the
quarter due to increased efforts being applied to funded programs. These
programs relate principally to second generation HTS materials. We are actively
seeking additional strategic partners to assist in the development and marketing
of these materials and the devices made therefrom.

         Gross margins increased to $17.2 million, or 43% of sales for the
quarter, from $12.8 million, or 40% before restructuring charges, for the same
period last year. These increases are due mainly to lower costs, including a
stable fixed cost base, increased sales and an improved mix of magnet systems
sales.

         Marketing, general and administrative expenses increased by $1.1
million for the quarter, due mainly to expenses related to our higher level of
business, such as commissions, compensation and consulting.

         Amortization of intangibles decreased by $293,000 in the three month
period due to adoption of FAS 142 (see Note E).

         Operating income for the quarter increased by $1.2 million, or about
26% before restructuring charges.

         Interest expense for the quarter was reduced substantially compared
with last year due to the conversion last year of all of our outstanding
convertible debentures.

         Based on demonstrated order trends year to date and forecast
expectations, we expect higher sales for the balance of the year, particularly
in magnet systems. As previously noted, gross margins have improved so far this
year as a result of higher sales over a relatively fixed cost base and ongoing
cost reduction programs. We expect to expand our product development activities





                                       15
<PAGE>

in both the MRI and Instrumentation segments, as well as increase our investment
in the Energy Technology segment. The net effect of the above results is our
expectation that the increased sales level will result in continued earnings per
share growth of between 15 and 20% over last year, even with this increased
level of investment. These expectations are based on a number of assumptions,
including:

     o   The market for MRI systems continues to grow;
     o   Current order trends for MRI magnets continue;
     o   Reductions in production costs in all business segments continue; and
     o   We are able to attract and train the necessary personnel to enable us
         to increase our production rates and conduct additional product
         development activities.

     On October 5, 2001, the Company announced it had signed an agreement to
divest its low-temperature superconducting (LTS) materials business,
IGC-Advanced Superconductors of Waterbury, Connecticut, for more than $30
million. The purchase price consists of $4 million of notes receivable over two
years and the balance in cash. The agreement between Intermagnetics and
Outokumpu Copper Products Oy, a subsidiary of the Outokumpu Group of Finland,
also includes a six-year supply arrangement under which Intermagnetics will
purchase from Outokumpu a substantial portion of the LTS wire it requires
internally, primarily for manufacturing superconducting magnet systems for
magnetic resonance imaging systems. Intermagnetics will receive up to an
additional $4 million if it attains specified levels of LTS wire purchases over
the first two years of the agreement. Excluding that payment, the sale is
expected to result in a one-time pre-tax gain of approximately $15 million. The
sale is expected to close by the end of October 2001.

     The Company believes the sale of this division will result in slightly
lower than previously expected growth in sales with little or no effect to
earnings per share.


Liquidity and Capital Commitments
---------------------------------

         For the first three months of the current fiscal year, we generated
approximately $1.3 million of cash from operating activities. We used
approximately $2.6 million of cash for capital expenditures to primarily
increase capacity at IGC-MBG and IGC-SuperPower, and $1.2 million for repayment
of notes payable. See the consolidated statement of cash flows, located
elsewhere in this report, for further details on the sources and uses of cash.

         Our capital and resource commitments as of August 26, 2001 consisted of
capital equipment commitments of approximately $2.3 million.

         At August 26, 2001, we had a $27 million unsecured line of credit with
two banks. During September, the line was increased to $50 million and a third




                                       16
<PAGE>

bank was added to the group. Borrowings under the line bear interest at the
London Interbank Official Rate (LIBOR) plus 0.5% or prime less 0.5% at our
option. The line was not in use during the quarter. It expires in October 2004.

         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 line of credit. Longer-term, with substantial
increases in sales volume and/or large research and development or capital
expenditure requirements to pursue new opportunities in the Energy Technology
segment, we could 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
financing available.

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


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

         The Company's exposure to market risk through derivative financial
instruments and other financial instruments, such as investments in short-term
marketable securities and long-term debt, is not material. The financial
instruments of the Company that are interest rate dependent are revenue bonds
issued in connection with the acquisition of certain land, building and
equipment, an unsecured line of credit and a mortgage payable. The Company
manages interest rates through various methods within contracts. For the revenue
bonds, the Company negotiated variable rates with the option to set fixed rates.
On its mortgage payable, the Company negotiated an "interest rate swap"
agreement that, in effect, fixes the rate at 6.88%. With respect to its
unsecured line of credit, the Company may elect to apply interest rates to
borrowings under the line which relate to either the London Interbank Offered
Rate or prime, whichever is most favorable. 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.

     The Company does not believe that its exposure to commodity and foreign
exchange risk is material.



                                       17
<PAGE>




PART II:  OTHER INFORMATION


ITEM 6:. Exhibits and Reports on Form 8K.

(a)      Exhibits

              None

(b)      Reports on Form 8K

              None




















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<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:   October 17, 2001           By:    /s/Glenn H. Epstein
                                           -------------------------------------
                                           Glenn H. Epstein
                                           President and Chief Executive Officer



Dated:   October 17, 2001           By:    /s/Michael C. Zeigler
                                           -------------------------------------
                                           Michael C. Zeigler
                                           Senior Vice President, Finance





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