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                                  UNITED STATES
                       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 June 30, 1999

                                       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 No. 0-20260
                           Commission File No. 1-11440

                            INTEGRAMED AMERICA, INC.
             (Exact name of Registrant as specified in its charter)


                                    Delaware
         (State or other jurisdiction of incorporation or organization)


                             One Manhattanville Road
                               Purchase, New York
                    (Address of principal executive offices)
                                   06-1150326
                      (I.R.S. employer identification no.)



                                      10577
                                   (Zip code)


                                 (914) 253-8000
              (Registrant's telephone number, including area code)


         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 [  ]

         The aggregate number of shares of the Registrant's  Common Stock,  $.01
par value, outstanding on August 10, 1999 was 4,862,860.

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<PAGE>



                            INTEGRAMED AMERICA, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                            PAGE

PART I  -        FINANCIAL INFORMATION

    Item 1.   Financial Statements

                Consolidated Balance Sheet at June 30, 1999 (unaudited)
                  and December 31, 1998....................................... 3

                Consolidated Statement of Operations for the three and
                  six-month periods ended June 30, 1999 and 1998 (unaudited)...4

                Consolidated Statement of Cash Flows for the six-month
                  periods ended June 30, 1999 and 1998 (unaudited).............5

                Notes to Consolidated Financial Statements (unaudited).......6-8

    Item 2.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations....................................9-13

    Item 3.   Quantitative and Qualitative Disclosures About Market Risk......13


PART II -     OTHER INFORMATION

    Item 1.   Legal Proceedings.............................................. 14

    Item 2.   Changes in Securities.......................................... 15

    Item 3.   Defaults upon Senior Securities................................ 15

    Item 4.   Submission of Matters to a Vote of Security Holders............ 15

    Item 5.   Other Information.............................................. 15

    Item 6.   Exhibits and Reports on Form 8-K............................... 15


SIGNATURES    ............................................................... 16

INDEX TO EXHIBITS............................................................ 17


                                        2

<PAGE>



PART I  -  FINANCIAL INFORMATION
    Item 1.      Consolidated Financial Statements

<TABLE>
                            INTEGRAMED AMERICA, INC.
                           CONSOLIDATED BALANCE SHEET
                           (all dollars in thousands)
                                     ASSETS
<CAPTION>
                                                                                             June 30,           December 31,
                                                                                               1999                 1998
                                                                                             -------            -----------
                                                                                           (unaudited)
Current assets:

<S>                                                                                          <C>                   <C>
  Cash and cash equivalents ..............................................................   $ 3,541               $ 4,241
  Patient accounts receivable, less allowance for doubtful
    accounts of $781 and $526 in 1999 and 1998, respectively..............................     9,686                10,749
 Management fees receivable, less allowance for doubtful accounts
    of $0 and $305 in 1999 and 1998, respectively.........................................     1,553                 1,963
  Other current assets ...................................................................     1,203                 1,736
                                                                                             -------               -------
      Total current assets................................................................    15,983                18,689
                                                                                             -------               -------

  Fixed assets, net ......................................................................     6,323                 5,116
  Intangible assets, net..................................................................    19,656                19,269
  Other assets............................................................................       311                   619
                                                                                             -------               -------
      Total assets........................................................................   $42,273               $43,693
                                                                                             =======               =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable........................................................................   $   854               $   684
  Accrued liabilities.....................................................................     3,958                 3,480
  Due to Medical Practices................................................................     1,185                 1,877
  Current portion of long-term notes payable and other obligations........................     1,617                 2,099
  Patient deposits .......................................................................     2,011                 2,888
                                                                                             -------               -------
      Total current liabilities...........................................................     9,625                11,028
                                                                                             -------               -------
Long-term notes payable and other obligations.............................................     4,436                 5,282
Commitments and Contingencies.............................................................
Shareholders' equity:
  Preferred  Stock,  $1.00 par value - 3,165,644  shares  authorized in 1999 and
    1998,  2,500,000  undesignated;   665,644  shares  designated  as  Series  A
    Cumulative  Convertible of which 165,644 shares were issued and  outstanding
    in 1999 and
    1998, respectively....................................................................       166                   166
  Common Stock, $.01 par value - 50,000,000 shares authorized in 1999 and 1998;
    and 5,368,960 and 5,343,092 shares issued in 1999 and 1998, respectively..............        53                    53
  Capital in excess of par ...............................................................    54,210                53,712
  Accumulated deficit ....................................................................   (24,504)              (25,548)
  Treasury Stock, at cost - 506,100 and 340,500 shares in 1999 and 1998, respectively.....    (1,713)               (1,000)
                                                                                             -------               -------
      Total shareholders' equity .........................................................    28,212                27,383
                                                                                             -------               -------
      Total liabilities and shareholders' equity..........................................   $42,273               $43,693
                                                                                             =======               =======

        See accompanying notes to the consolidated financial statements.
</TABLE>


                                        3

<PAGE>

<TABLE>


                            INTEGRAMED AMERICA, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
              (all amounts in thousands, except per share amounts)

<CAPTION>

                                                                                  For the                 For the
                                                                             three-month period       six-month period
                                                                              ended June  30,           ended June 30,
                                                                             ------------------      ------------------
                                                                               1999       1998         1999       1998
                                                                             --------    ------      -------     ------
                                                                                 (unaudited)            (unaudited)

<S>                                                                           <C>       <C>           <C>        <C>
Revenues, net .............................................................   $10,860   $ 9,830       $21,392    $18,171

Cost of services incurred on behalf of Network Sites:
   Employee compensation and related expenses..............................     3,878     3,363         7,600      6,519
   Outside laboratory and clinical fees....................................       582       896         1,151      1,403
   Direct materials........................................................     1,143     1,065         2,118      1,818
   Occupancy costs.........................................................       687       723         1,362      1,395
   Depreciation............................................................       300       348           609        634
   Other expenses..........................................................     1,772     1,111         3,720      2,177
                                                                              -------   -------       -------    -------
     Total cost of services rendered.......................................     8,362     7,506        16,560     13,946
                                                                              -------   -------       -------    -------

Network Sites' contribution................................................     2,498     2,324         4,832      4,225

General and administrative expenses........................................     1,513     1,358         2,893      2,471
Amortization of intangible assets..........................................       261       266           505        447
Interest income............................................................       (18)       (9)          (41)       (21)
Interest expense...........................................................       125       108           260        180

Restructuring and other charges............................................      --       2,084          --        2,084
                                                                              -------   -------       -------    -------
Income (loss) from continuing operations before income taxes...............       617    (1,483)        1,215       (936)
Provision for income taxes.................................................        91       102           171        151
                                                                              -------   -------       -------    -------
Income (loss) from continuing operations...................................       526    (1,585)        1,044     (1,087)

Loss from disposal of AWM Division, including actual and phase-out
   period operating losses.................................................      --       4,563          --        4,851
                                                                              -------   -------       -------    -------

Net income (loss)..........................................................   $   526   $(6,148)      $ 1,044    $(5,938)
Less: Dividends paid and/or accrued on Preferred Stock.....................        33        33            66         66
                                                                              -------   -------       -------    -------
Net income (loss) applicable to Common Stock...............................   $   493   $(6,181)      $   978    $(6,004)
                                                                              =======   =======       =======    =======

Basic and diluted earnings (loss) per share of Common Stock:
   Continuing operations...................................................   $  0.10   $ (0.30)      $  0.20    $ (0.22)
   Discontinued operations.................................................       --      (0.86)          --       (0.94)
                                                                              -------   -------       -------    -------
   Net earnings............................................................   $  0.10   $ (1.16)      $  0.20    $ (1.16)
                                                                              =======   =======       =======    =======

Weighted average shares - basic............................................     4,887     5,337         4,931      5,167
                                                                              =======   =======       =======    =======
Weighted average shares - diluted..........................................     4,962     5,337         5,008      5,167
                                                                              =======   =======       =======    =======


        See accompanying notes to the consolidated financial statements.
</TABLE>

                                        4

<PAGE>

<TABLE>



                            INTEGRAMED AMERICA, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           (all amounts in thousands)

<CAPTION>

                                                                                                       For the
                                                                                                  six-month period
                                                                                                   ended June 30,
                                                                                                  -----------------
                                                                                                   1999       1998
                                                                                                  ------     ------
                                                                                                     (unaudited)
Cash flows from operating activities:
  <S>                                                                                             <C>       <C>
   Net income (loss)........................................................................      $1,044    $(5,938)
   Adjustments to reconcile net income (loss) to net cash provided by (used in)
     operating activities:
        Depreciation and amortization.......................................................       1,264      1,306
        Writeoff of fixed and other assets .................................................         --       5,541
     Changes in assets and liabilities  net of effects from acquired  businesses --
        Decrease (increase) in assets:
        Patient accounts receivable.........................................................       1,063     (3,324)
        Management fees receivable..........................................................        (208)      (675)
        Other current assets................................................................         533       (298)
        Other assets........................................................................          97         (9)
     Increase (decrease) in liabilities:
         Accounts payable...................................................................         170     (1,106)
         Accrued liabilities................................................................         540        915
         Due to Medical Practices...........................................................        (692)       271
         Patient deposits...................................................................        (877)       537
                                                                                                  ------     ------
Net cash provided by (used in) operating activities.........................................       2,934     (2,780)
                                                                                                  ------     ------

Cash flows (used in) provided by investing activities:
     Payment for exclusive management rights and acquired physician practices...............         --      (3,218)
     Purchase of net liabilities of acquired businesses.....................................         --         487
     Purchase of fixed assets and leasehold improvements....................................      (1,443)      (802)
     Proceeds from sale of fixed assets.....................................................         --          57
                                                                                                  ------     ------
Net cash used in investing activities.......................................................      (1,443)    (3,476)
                                                                                                  ------     ------

Cash flows provided by (used in) financing activities:
     Proceeds from issuance of Common Stock.................................................         --       5,500
     Used for stock issue costs.............................................................         --         (74)
     Proceeds from bank under Credit Facility...............................................         --       2,000
     Proceeds from IVP Pharmaceutical Care, Inc.............................................         150        --
     Principal repayments on debt...........................................................      (1,540)      (540)
     Principal repayments under capital lease obligations...................................         (22)       (69)
     Repurchase of Common Stock.............................................................        (713)       --
     Dividends paid on Convertible Preferred Stock..........................................         (66)       --
     Proceeds from exercise of Common Stock options.........................................         --          62
                                                                                                  ------     ------
Net cash (used in) provided by financing activities.........................................      (2,191)     6,879
                                                                                                  ------     ------

Net (decrease) increase in cash.............................................................        (700)       623
Cash at beginning of period.................................................................       4,241      1,930
                                                                                                  ------     ------
Cash at end of period.......................................................................      $3,541     $2,553
                                                                                                  ======     ======


        See accompanying notes to the consolidated financial statements.
</TABLE>


                                        5

<PAGE>



                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 -- INTERIM RESULTS:

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with the instructions to Form 10-Q and,  accordingly,  do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the accompanying unaudited interim financial statements contain all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present  fairly the  financial  position  at June 30,  1999,  and the results of
operations and cash flows for the interim period  presented.  Operating  results
for the interim  period are not  necessarily  indicative  of results that may be
expected  for the year ending  December  31, 1999.  These  financial  statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.


NOTE 2 -- SIGNIFICANT MANAGEMENT CONTRACTS:

     For the three and  six-month  periods  ended  June 30,  1999 and 1998,  the
Boston,  FCI, New Jersey,  and Shady Grove  (acquired in mid-March 1998) Network
Sites  provided  greater  than 10% of the  Company's  Revenues,  net and Network
Sites' contribution as follows:
<TABLE>
<CAPTION>

                      Percent of Company      Percent of Network       Percent of Company      Percent of Network
                         Revenues, net        Sites' contribution         Revenues, net        Sites' contribution
                      for the three-month     for the three-month       for the six-month       for the six-month
                      period ended June 30,  period ended June 30,    period ended June 30,    period ended June 30,
                      ---------------------  ---------------------    ---------------------    ---------------------
                        1999       1998         1999       1998          1999         1998         1999      1998
                       ------     ------       ------     ------        ------       ------       ------    ------

     <S>                <C>        <C>          <C>        <C>            <C>         <C>          <C>       <C>
     Boston..........   17.6       15.4         25.6       21.9           17.1        16.4         26.1      22.6
     FCI.............   27.5       24.8         25.4       25.6           27.1        27.2         24.7      28.8
     New Jersey......   11.8       12.9         25.7       27.4           12.1        12.5         25.4      28.2
     Shady Grove.....   18.7       16.3         13.0       11.1           18.3        10.7         13.0       7.2
</TABLE>


NOTE 3 -- NOTES PAYABLE AND OTHER OBLIGATIONS:

     The amount owed by the Company to acquire the balance of the capital  stock
of Shady Grove Fertility  Centers,  Inc. was paid on January 5, 1999 as follows:
(i) $951,800 in cash,  (ii) $175,900 in stock, or 25,868 shares of Common Stock,
and (iii) a $402,750  promissory  note.  The  promissory  note for  $402,750  is
payable in two equal installments, one of which was paid on July 1, 1999 and the
second  of which  will be paid on April  1,  2000.  The  promissory  note  bears
interest at a rate of 10.17% per annum.



                                        6

<PAGE>


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 4 -- EARNINGS PER SHARE:

     The  reconciliation  of the  numerators and  denominators  of the basic and
diluted EPS from continuing operations  computations for the three and six-month
periods ended June 30, 1999 and 1998 is as follows  (000's  omitted,  except for
per share amounts):
<TABLE>
<CAPTION>

                                                                           For the                For the
                                                                     three-month period      six-month period
                                                                       ended June 30,            ended June
                                                                     ------------------      ------------- ---
                                                                       1999      1998         1999       1998
                                                                     -------    -------      ------     ------
                                                                         (unaudited)             (unaudited)
Numerator
<S>                                                                   <C>      <C>           <C>       <C>
Income (loss) from continuing operations........................      $ 526    $(1,585)      $1,044    $(1,087)
Less: Preferred Stock dividends accrued and/or paid.............         33         33           66         66
                                                                      -----    -------       ------    -------
Income (loss) from continuing operations
   available to Common stockholders.............................        493     (1,618)         978     (1,153)
(Loss) from discontinued operations.............................        --      (4,563)         --      (4,851)
                                                                      -----    -------       ------    -------
Net income (loss) available to Common stockholders..............      $ 493    $(6,181)      $  978    $(6,004)
                                                                      =====    =======       ======    =======

Denominator
Weighted average shares outstanding.............................      4,887      5,337        4,931      5,167
Effect of dilutive options and warrants.........................         75        --            77        --
                                                                      -----    -------       ------    -------
Weighted average shares and dilutive potential
   Common shares................................................      4,962      5,337        5,008      5,167
                                                                      =====    =======      =======    =======

Basic and diluted EPS:
Continuing operations...........................................      $0.10    $ (0.30)      $ 0.20    $ (0.22)
Discontinued operations.........................................        --       (0.86)         --       (0.94)
                                                                      -----    -------       ------    -------
Net earnings (loss).............................................      $0.10    $ (1.16)      $ 0.20    $ (1.16)
                                                                      =====    =======       ======    =======
</TABLE>

     For the three and six-month  periods ended June 30, 1999, the effect of the
assumed exercise of options to purchase  approximately 338,000 and 47,000 shares
of Common Stock at exercise prices ranging from $4.00 to $5.00 and from $4.63 to
$5.00, respectively,  per share were excluded in computing the diluted per share
amount because the exercise  prices of the options were greater than the average
market price of the shares of Common Stock,  therefore  causing these options to
be  antidilutive.  For the three and six-month  periods ended June 30, 1999, the
effect of the assumed exercise of warrants to purchase approximately 121,000 and
75,000 shares of Common Stock at exercise prices ranging from $4.12 to $8.54 and
from $4.94 to $8.54,  respectively,  per share were  excluded in  computing  the
diluted  per share  amount  because the  exercise  prices of the  warrants  were
greater than the average  market price of the shares of Common Stock,  therefore
causing these warrants to be antidilutive.

     For the three and six-month  periods ended June 30, 1998, the effect of the
assumed exercise of options to purchase  approximately  148,000 shares of Common
Stock and warrants to purchase  approximately  135,000 shares of Common Stock at
exercise  prices  ranging  from $2.50 to $7.24 per share and from $0.04 to $7.24
per share, respectively, were excluded in computing the diluted per share amount
as they were antidilutive due to the Company's net loss during these periods.


                                        7

<PAGE>


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


     For the  three  and  six-month  periods  ended  June  30,  1999  and  1998,
approximately 133,000 and 129,000 shares of Common Stock, respectively, from the
assumed conversion of Preferred Stock were excluded in computing the diluted per
share amount as they were antidilutive.

NOTE 5 -- NEW BUSINESS AND MANAGEMENT AGREEMENT

     In April 1999, the Company formed a new wholly owned subsidiary, IntegraMed
Pharmaceutical  Services, Inc. ("IPSI"). IPSI is based in Carrollton,  Texas and
is  a  licensed   pharmacy   engaged  in  the  retail   distribution  of  drugs,
pharmaceuticals  and  products  related  to the  treatment  of  human  fertility
("Pharmaceutical  Products") to customers of the  Reproductive  Science Centers.
IPSI was formed in conjunction  with IVP  Pharmaceutical  Care, Inc., a licensed
pharmacy specializing in dispensing  Pharmaceutical Products, which will provide
certain management services to IPSI.

     Effective May 1, 1999, the Company entered into a new management  agreement
with the Medical Practice at the Reproductive  Science  Associates  Network Site
located in Kansas City, Missouri (the "Kansas City Medical  Practice").  The new
agreement (the "Kansas City Agreement") contemplates that the Company will offer
other medical practices, via separate management agreements,  use of the medical
offices  and  clinical  space  which are  currently  provided by the Company and
utilized by the Kansas City Medical  Practice.  The Kansas City  Agreement  also
provides for certain changes in the financial  arrangements  between the Company
and the Kansas City Medical  Practice.  In lieu of any payment to the Company in
connection with the Kansas City Agreement, the Company offset its payable to the
Kansas City Medical  Practice  against the  receivable  due from the Kansas City
Medical  Practice.  The balance of the Company's  receivable due from the Kansas
City Medical Practice of approximately  $835,000 has been deemed to be a further
investment  by  the  Company  in the  Kansas  City  Medical  Practice  and  was,
therefore, reclassed from management fees receivable to intangible assets in the
accompanying  Consolidated  Balance  Sheet as of June 30,  1999.  If the current
physician  at  the  Kansas  City  Medical   Practice  should  cease  to  perform
infertility  services at the Kansas City Medical  Practice any time prior to May
1, 2004,  the  Physician  will be  required to repay to the Company a portion of
this  investment.  The amount to be repaid will equal $835,000 less $167,000 for
each  twelve-month  period of services  provided by the  Physician  after May 1,
1999.

NOTE 6 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH
          TRANSACTIONS

     Effective  April  1,  1999,  the  Company  entered  into  a  sale-leaseback
transaction  with Fleet  Capital  Corporation  ("FCC")  related to new  computer
equipment  and billing  software  acquired by the Company  primarily  during the
first  quarter  of  1999.  Pursuant  to  this  transaction,   the  Company  sold
approximately  $532,000 of equipment  and software to FCC and  contemporaneously
entered into a four-year  capital lease of this  equipment with FCC for the same
amount.  The Company did not  recognize a gain on the sale of the  equipment  or
software.  Under the lease,  rental  payments of  approximately  $12,900 are due
monthly for forty-eight months commencing on April 1, 1999.

     In lieu of any  payment to the Company in  connection  with the Kansas City
Agreement,  the Company  offset its payable to the Kansas City Medical  Practice
against the receivable due from the Kansas City Medical Practice. The balance of
the Company's  receivable from the Kansas City Medical Practice of approximately
$835,000 was reclassified  from management fees receivable to intangible  assets
in the accompanying  Consolidated  Balance Sheet as of June 30, 1999.  (Refer to
Note 5).



                                        8

<PAGE>



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

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements  and  notes  thereto  included  in this
quarterly  report and with the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.

Results of Operations

     The following table shows the percentage of revenues represented by various
expense and other income items reflected in the Company's Consolidated Statement
of Operations.
<TABLE>
<CAPTION>

                                                                          For the                For the
                                                                     Three-month period    Six-month period
                                                                       ended June 30,       ended June 30,
                                                                     ------------------    ----------------
                                                                       1999      1998       1999      1998
                                                                     -------    -------    ------    ------
                                                                         (unaudited)          (unaudited)

        <S>                                                            <C>       <C>        <C>      <C>
         Revenues, net..............................................    100%      100%       100%     100%
         Costs of services incurred on behalf of Network Sites:
              Employee compensation and related expenses............   35.7      34.2       35.5     35.9
              Outside laboratory and clinical expenses..............    5.4       9.1        5.4      7.7
              Direct materials......................................   10.5      10.8        9.9     10.0
              Occupancy costs.......................................    6.3       7.4        6.4      7.7
              Depreciation..........................................    2.8       3.5        2.8      3.5
              Other expenses........................................   16.3      11.4       17.4     11.9
                                                                       -----    ------      -----  -------
              Total costs of services...............................   77.0      76.4       77.4     76.7
         Network Sites' contribution................................   23.0      23.6       22.6     23.3
         General and administrative expenses........................   13.9      13.8       13.5     13.6
         Amortization of intangible assets..........................    2.4       2.7        2.4      2.5
         Interest income............................................   (0.2)     (0.1)      (0.2)    (0.1)
         Interest expense...........................................    1.2       1.1        1.2      1.0
                                                                       -----    ------      -----  -------
              Total other expenses..................................   17.3      17.5       16.9     17.0
         Restructuring and other charges............................    --       21.2        --      11.5
         Income from continuing operations before income taxes......    5.7     (15.1)       5.7     (5.2)
         Provision for income taxes.................................    0.9       1.0        0.8      0.8
                                                                       -----    ------      -----  -------
         Income (loss) from continuing operations...................    4.8     (16.1)       4.9     (6.0)
         Loss from discontinued operations..........................    --      (46.4)        --    (26.7)
                                                                       -----    ------      -----  -------
         Net income (loss)..........................................    4.8%   (62.5)%       4.9%  (32.7)%
                                                                       =====   =======      =====  =======
</TABLE>


   Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

     Revenues for the three  months ended June 30, 1999 (the "second  quarter of
1999")  were  approximately  $10.9  million as compared  to  approximately  $9.8
million for the three months ended June 30, 1998 (the "second quarter of 1998"),
an increase of 10.5%.  The  increase in revenues was  attributable  to same-site
growth of 21.4% at the Network  Site level  which  generated  same-site  revenue
growth of 19.3% for the  Company.  Same-site  growth in  revenues at the Network
Site level was  principally  attributable  to increases in patient  volume.  The
aggregate  increase  in  revenues  was  comprised  of  the  following:   (i)  an
approximate  $856,000  increase in  reimbursed  costs of  services;  and (ii) an
approximate  $174,000 increase in the Company's management fees derived from the
managed Medical Practices' net revenue and/or earnings.

                                        9

<PAGE>



     Total  costs of  services as a  percentage  of revenues  were 77.0 % in the
second  quarter  of 1999 as  compared  to 76.4% in the  second  quarter of 1998.
Employee compensation and related expenses increased as a percentage of revenues
primarily  due to  increased  levels  of  compensation  and new  hires.  Outside
laboratory and clinical expenses decreased as a percentage of revenues primarily
due  to  the  Shady  Grove  Network  Site   utilizing   its  newly   constructed
state-of-the-art  laboratory to perform embryology services which had previously
been  outsourced.   Direct  materials  as  a  percentage  of  revenues  remained
relatively constant.  Occupancy costs and depreciation decreased as a percentage
of revenues  primarily  due to the increase in  revenues.  The increase in other
expenses as a percentage of revenues was primarily  attributable to increases in
subcontracting  payments to other providers at the FCI Network Site,  provisions
for bad debt and consulting services.

     Network Sites'  contribution was  approximately  $2.5 million in the second
quarter of 1999 as compared to approximately  $2.3 million in the second quarter
of 1998, an increase of  approximately  7.5%.  Such  increase  resulted from the
increase in revenues at existing  Network  Sites.  As a percentage  of revenues,
Network Sites' contribution  decreased to 23.0% in the second quarter of 1999 as
compared to 23.6% in the second  quarter of 1998,  primarily due to the increase
in the reimbursed costs of service component of revenues.

     General and  administrative  expenses  for the second  quarter of 1999 were
approximately  $1.5  million as compared to  approximately  $1.4  million in the
second quarter of 1998, an increase of 11.4%. The increase was largely due to an
increase  in  staffing,   consulting  and  other  costs   attributable   to  the
development,   implementation  and  maintenance  of  the  Company's  proprietary
ARTWorks(TM)  suite of fertility care  information  systems.  As a percentage of
revenues,  general and administrative  expenses increased to approximately 13.9%
from approximately 13.8% due to the increase in expenses previously discussed.

     Amortization  of  intangible  assets was $261,000 in the second  quarter of
1999 as compared to $266,000 in the second  quarter of 1998.  This  decrease was
attributable to the elimination of amortization of exclusive  management  rights
associated with two  single-physician  Network Site management  agreements which
were terminated and written off in 1998.

     Interest  income for the second  quarter of 1999  increased to $18,000 from
$9,000 for the second  quarter of 1998,  due to a higher cash balance.  Interest
expense for the second  quarter of 1999  increased to $125,000  from $108,000 in
the second quarter of 1998, due to an increase in bank borrowings and in amounts
payable to Medical Providers for exclusive management rights.

     The  provision  for income  taxes  primarily  related to state  taxes.  The
provision  for income taxes  decreased to $91,000 in the second  quarter of 1999
from  $102,000 in the second  quarter of 1998 due to a change in  effective  tax
rates.

     Income from  continuing  operations  was $526,000 in the second  quarter of
1999 as compared to a loss of $1.6  million in the second  quarter of 1998.  The
income was primarily due to the absence of $2.1 million of  restructuring  costs
which were recorded in the second quarter of 1998.

     Net income was $526,000 in the second  quarter of 1999 as compared to a net
loss of $6.1 million in the second quarter of 1998. The net income was primarily
due to the absence of restructuring costs and the elimination of losses from the
Adult  Women's  Medical  Division  (the "AWM  Division")  which is classified as
discontinued operations and was sold in the third quarter of 1998.

     Six months Ended June 30, 1999 Compared to Six months Ended June 30, 1998

     Revenues  for the six months ended June 30, 1999 (the "first half of 1999")
were approximately  $21.4 million as compared to approximately $18.2 million for
the six months  ended June 30, 1998 (the  "first half of 1998"),  an increase of
17.7%.  The  increase in  revenues  was  attributable  to there being a full six
months of  revenues  from the Shady  Grove  Network  Site which was  acquired in
mid-March 1998 and to same-site  growth of 16.5% at the Network Site level which
generated same-site revenue growth of 18.2% for the Company. Same-site growth in
revenues at the Network Site level was principally  attributable to increases in


                                       10

<PAGE>



patient  volume.  The  aggregate  increase  in  revenues  was  comprised  of the
following:  (i) an  approximate  $2.6 million  increase in  reimbursed  costs of
services;  and (ii) an approximate $607,000 increase in the Company's management
fees derived from the managed Medical Practices' net revenue and/or earnings.

     Total costs of services as a percentage of revenues were 77.4% in the first
half  of 1999  as  compared  to  76.8%  in the  first  half  of  1998.  Employee
compensation  and  related  expenses  decreased  as  a  percentage  of  revenues
primarily  due  to  the  increase  in  revenues  previously  discussed.  Outside
laboratory and clinical expenses decreased as a percentage of revenues primarily
due  to  the  Shady  Grove  Network  Site   utilizing   its  newly   constructed
state-of-the-art  laboratory to perform embryology services which had previously
been  outsourced.   Direct  materials  as  a  percentage  of  revenues  remained
relatively constant.  Occupancy costs and depreciation decreased as a percentage
of revenues  primarily  due to the increase in  revenues.  The increase in other
expenses as a percentage of revenues was primarily  attributable to increases in
subcontracting  payments to other providers at the FCI Network Site,  provisions
for bad debt, and consulting services.

     Network Sites'  contribution  was  approximately  $4.8 million in the first
half of 1999 as compared to $4.2 million in the first half of 1998,  an increase
of  approximately  14.4%.  Such  increase  resulted  from there being a full six
months of Network Site contribution from the Shady Grove Network Site, which was
acquired  late in the first  quarter of 1998,  and the  increase  in revenues at
existing Network Sites. As a percentage of revenues, Network Sites' contribution
decreased  to 22.6% in the first half of 1999 as  compared to 23.3% in the first
half of 1998,  primarily due to the increase in the reimbursed  costs of service
component of revenues.

     General  and  administrative  expenses  for the  first  half  of 1999  were
approximately  $2.9  million as compared to  approximately  $2.5  million in the
first half of 1998,  an increase of 17.1%.  The  increase  was largely due to an
increase  in  staffing,   consulting  and  other  costs   attributable   to  the
development,   implementation  and  maintenance  of  the  Company's  proprietary
ARTWorks(TM)  suite of fertility care  information  systems.  As a percentage of
revenues,  general and administrative  expenses decreased to approximately 13.5%
from approximately 13.6% due to the increase in revenues previously discussed.

     Amortization of intangible assets was $505,000 in the first half of 1999 as
compared to $447,000 in the first half of 1998.  This increase was  attributable
to the Company's  acquisition  of the Shady Grove Network Site late in the first
quarter of 1998.  This  increase  was  partially  offset by the  elimination  of
amortization of exclusive management rights associated with two single-physician
Network Site  management  agreements  which were  terminated  and written off in
1998.

     Interest  income  for the first  half of 1999  increased  to  $41,000  from
$21,000  for the first  half of 1998,  due to a higher  cash  balance.  Interest
expense for the first half of 1999  increased to $260,000  from  $180,000 in the
first half of 1998, due to an increase in bank borrowings and in amounts payable
to Medical Providers for exclusive management rights.

     The  provision  for income  taxes  primarily  related to state  taxes.  The
provision for income taxes  increased to $171,000 in the first half of 1999 from
$151,000 in the first half of 1998 primarily due to higher income levels.

     Income from  continuing  operations  was $1.0  million in the first half of
1999 as compared to a loss of $1.1 million in the first half of 1998. The income
was  primarily due to the absence of $2.1 million of  restructuring  costs which
were recorded in the second quarter of 1998.

     Net income was $1.0  million in the first half of 1999 as compared to a net
loss  of  $5.9  million  in the  first  half  of  1998  due to  the  absence  of
restructuring costs and the elimination of losses from the AWM Division which is
classified as discontinued operations and was sold in the third quarter of 1998.

Liquidity and Capital Resources

     Historically,  the Company has financed its  operations  primarily  through
sales of equity securities.  More recently, the Company has commenced using bank
financing for working capital and acquisition purposes.  The Company anticipates
that its  acquisition  strategy  will  continue to require  substantial  capital


                                       11

<PAGE>



investment. Capital is needed not only for additional acquisitions, but also for
the effective  integration,  operation  and expansion of the Company's  existing
Network  Sites.  The Medical  Practices may require  capital for  renovation and
expansion and for the addition of medical facilities, equipment and technology.

     At June 30, 1999,  the Company had working  capital of  approximately  $6.4
million,  approximately  $3.5  million  of  which  consisted  of cash  and  cash
equivalents,  compared  to working  capital  of  approximately  $7.7  million at
December 31,  1998,  approximately  $4.2 million of which  consisted of cash and
cash  equivalents.  The net  decrease  in working  capital at June 30,  1999 was
principally  due to  purchases  of fixed assets and  leasehold  improvements  of
approximately  $1.4  million  and to the  repurchase  of  165,600  shares of the
Company's  Common Stock for an aggregate  purchase price of $713,000,  partially
offset by a decrease in patient deposits.

     Effective  April  1,  1999,  the  Company  entered  into  a  sale-leaseback
transaction  with Fleet  Capital  Corporation  ("FCC")  related to new  computer
equipment  and billing  software  acquired by the Company  primarily  during the
first  quarter  of  1999.  Pursuant  to  this  transaction,   the  Company  sold
approximately  $532,000 of equipment  and software to FCC and  contemporaneously
entered into a four-year  capital lease of this  equipment with FCC for the same
amount.  The Company did not  recognize a gain on the sale of the  equipment  or
software.  Under the lease,  rental  payments of  approximately  $12,900 are due
monthly for forty-eight months commencing on April 1, 1999.

Year 2000 Issue

     The  Company's  management  has  recognized  the  need to  ensure  that its
operations and  relationships  with its vendors and other third parties will not
be adversely  impacted by software  processing  errors arising from calculations
using the year 2000 and beyond ("Y2K"). As such, the Company has appointed a Y2K
Task Force to  identify  and assess the risks  associated  with its  information
systems and  operations,  and its  interactions  with  vendors  and  third-party
insurance  payors  ("the Y2K  Project").  The Y2K Project is  comprised  of five
phases as follows:  1)  identification  of risks,  2)  assessment  of risks,  3)
development of remediation and  contingency  plans,  4)  implementation,  and 5)
testing.  The  Company has  identified  the Y2K risks and is  approximately  80%
complete in assessing these risks. The Company is currently  working on the last
three phases of the Y2K Project.

     The Company  believes that the Y2K risks  associated  with its  information
systems and certain medical equipment may be potentially significant.  In nearly
all cases,  the Company is relying on  assurances  from third party vendors that
certain  information  systems and medical  equipment will be Y2K  compliant.  In
addition,  in the  normal  course of  business,  the  Company  has made  capital
investments  in certain  vendor  supplied  software  applications  and  hardware
systems to address the financial and  operational  needs of its business.  These
systems,  which will improve the  efficiencies  and productivity of the replaced
systems,  have been represented to be Y2K compliant by the vendors and have been
or will be  installed  by November  1999.  The Company has tested,  is currently
testing or will have tested  such vendor  supplied  systems and  equipment,  but
cannot  be sure  that its  tests  will be  adequate  or that,  if  problems  are
identified, they will be addressed in a timely and satisfactory manner.

     The Company is also highly  dependent  upon  receiving  payments from third
party payors for  insurance  reimbursement  for claims  submitted by the managed
Medical  Practices,  and as such,  the ability of such payors to process  claims
submitted by Medical Practices accurately and timely,  constitutes a significant
risk to the Company's cash flow.  Individual  Network Sites have been or will be
in communication  with these payors  throughout the country to insure that these
payors will be Y2K compliant and will be able to process the Medical  Practices'
claims  uninterrupted.  In addition,  the Company deals with numerous  financial
institutions,  all of whom have indicated that the Y2K compliance issue is being
addressed  proactively  and should not present a problem on or after  January 1,
2000.

     As the Company and its managed Medical  Practices are primarily  reliant on
third  party  vendors  and  payors to be Y2K  compliant,  the  Company  does not
anticipate  that it will  incur a  material  incremental  cost  associated  with
addressing  Y2K  problems.  To  date,  all of  the  Company's  capital  projects
regarding information systems were part of its long-term capital strategic plan.
The timing of  implementation of these capital projects was not accelerated as a
result of the Y2K issue, with the exception of the timing of the installation of
a new financial  system at the FCI Network Site which was  accelerated  from the
year 2000 to 1999. The Company estimates that it will incur an aggregate cost of

                                       12

<PAGE>



$315,000  related to the Y2K  Project as  follows:  (i)  approximately  $140,000
related to computer hardware and software and medical equipment replacements and
upgrades,  of which  approximately  90% will be  capitalizable  due to the added
value  of  such  replacements  and  upgrades;  (ii)  approximately  $130,000  of
non-incremental employee opportunity costs for time spent by information systems
and Y2K Task Force  employees who would have ordinarily been spending their time
elsewhere;  and (iii)  approximately  $45,000 in incremental  staffing costs. By
accelerating the  implementation  of the new financial system at the FCI Network
Site,  approximately $110,000 of capitalizable  equipment and software costs and
approximately  $50,000 of training costs will be incurred in 1999 instead of the
year 2000.

     In the event any third  parties  cannot  timely  provide the  Company  with
information systems,  equipment or services that meet the Y2K requirements,  the
Company's  ability and that of its managed  Medical  Practices to offer services
and to process  sales,  and the Company's  cash flows,  could be  disrupted.  In
addition,  if the Company fails to satisfactorily  resolve Y2K issues related to
its  operations  in  a  timely  manner,   it  could  be  exposed  to  liability,
particularly to the managed Medical  Practices and their patients.  As developed
to  date,  the  Company's  contingency  plan  provides  for the  following:  (i)
stockpiling higher than normal  inventories of critical supplies;  (ii) ensuring
an adequate line of bank credit if third party payor payments are disrupted; and
(iii)  ensuring all critical staff are available or scheduled for work prior to,
during and immediately after December 31, 1999.

     Management  believes  that the Company is taking  reasonable  and  adequate
measures to address  Y2K issues.  However,  there can be no  assurance  that the
Company's  information  systems,  medical  equipment and other non-  information
technology systems will be Y2K compliant on or before December 31, 1999, or that
vendors and third-party insurance payors are, or will be, Y2K compliant, or that
the costs  required  to address  the Y2K issue will not have a material  adverse
effect on the Company's business, financial condition or results of operations.

     Like  virtually  every  company,  and indeed every  aspect of  contemporary
society,  the  Company  is at  risk  for the  failure  of  major  infrastructure
providers to adequately  address  potential Y2K problems.  The Company is highly
dependent on a variety of public and private infrastructure providers to conduct
its business in numerous jurisdictions  throughout the country.  Failures of the
banking system, basic utility providers,  telecommunication  providers and other
services,  as a result of Y2K problems,  could have a material adverse effect on
the  ability of the  Company  to  conduct  its  business.  While the  Company is
cognizant of these risks, a complete  assessment of all such risks is beyond the
scope of the  Company's  Y2K Project or ability of the  Company to address.  The
Company  has focused its  resources  and  attention  on the most  immediate  and
controllable Y2K risks.

Forward Looking Statements

     This Form 10-Q and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking  statements regarding events and/or
anticipated  results  within the meaning of the "safe harbor"  provisions of the
Private  Securities  Litigation  Reform  Act of 1995,  the  attainment  of which
involve  various  risks and  uncertainties.  Forward-looking  statements  may be
identified by the use of  forward-looking  terminology  such as, "may,"  "will,"
"expect,"  "believe,"  "estimate,"  "anticipate,"  "continue," or similar terms,
variations of those terms or the negative of those terms.  The Company's  actual
results may differ  materially  from those  described  in these  forward-looking
statements  due to the  following  factors:  the  Company's  ability  to acquire
additional  management  agreements,  including  the  Company's  ability to raise
additional  debt and/or equity  capital to finance  future  growth,  the loss of
significant  management  agreement(s),  the  profitability  or lack  thereof  at
Reproductive  Science Centers managed by the Company,  the Company's  ability to
transition sole  practitioners to group practices,  increases in overhead due to
expansion,  the  exclusion  of  infertility  and  ART  services  from  insurance
coverage,  government laws and  regulations  regarding  health care,  changes in
managed  care  contracting,  the timely  development  of and  acceptance  of new
infertility,  ART  and/or  genetic  technologies  and  techniques  and the risks
relating to Y2K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                                       13

<PAGE>

Part II -         OTHER INFORMATION

     Item 1.      Legal Proceedings.
                     On  October 9,  1998,  W.F.  Howard,  M.D.,  P.A.,  filed a
                     lawsuit against the Company in the District Court of Denton
                     County,  Texas, seeking to rescind the management agreement
                     (the "Management  Agreement") related to the Dallas Network
                     Site, or collect  damages,  on the ground that its practice
                     has not  realized  the  degree of growth  or  increases  as
                     allegedly  projected by the Company.  The complaint asserts
                     alleged   breaches  of  contract,   fiduciary   duties  and
                     warranties,  as well as a claim  under the Texas  Deceptive
                     Trade Practices Act, and claims lost profit damages as well
                     as an exemplary award under statute.  The Company  believes
                     that  this   complaint   is  without   merit,   denies  the
                     allegations, and intends to vigorously defend its position.
                     Despite the filing of the suit,  the Company  continued  to
                     perform its obligations under the Management Agreement.

                     On March 30, 1999, W.F. Howard,  M.D.,  P.A.,  communicated
                     its intent to terminate  the  Management  Agreement  and no
                     longer  allowed  the  Company  to  provide  its  management
                     services   to  the  Dallas   Network   Site.   The  Company
                     immediately  terminated the Management Agreement for cause,
                     and interposed several counterclaims, against the P.A., Dr.
                     W.F. Howard and two former Company employees of the Network
                     Site.  These  counterclaims   allege  breach  of  fiduciary
                     duties,   interference   with  the  Company's   contractual
                     relations  and  conversion  of  assets.  The  Company  also
                     sought,  and was provided,  return of its  confidential and
                     proprietary  business documents and the P.A.'s cessation of
                     use of the name "Reproductive  Science Center". The Company
                     intends to  vigorously  pursue all  counterclaims,  both as
                     against the P.A.  and the  individuals  named as parties to
                     the  lawsuit.  Litigation  counsel  has advised the Company
                     that it is too  early  in the  litigation  to  meaningfully
                     assess  the   likelihood   of  success  of  this   lawsuit.
                     Nonetheless,  counsel  believes  that  even an  unfavorable
                     result  will  not have a  material  adverse  effect  on the
                     results of the Company's operations.

                     On May 4,  1999,  the Court of  Appeals  of New York,  in a
                     lawsuit  encaptioned  Karlin  v.  IVF  America,   et.  al.,
                     determined that plaintiffs' claims could be heard under the
                     New York consumer protection statute,  General Business Law
                     ss.ss.  349 and 350. The case was originally  instituted in
                     New  York  Supreme  Court,  Westchester  County,  in  1995.
                     Plaintiffs  originally  denominated  the  case  as a  class
                     action,  and their request for certification as a class was
                     denied by both the trial and  appellate  courts  (Appellate
                     Division, Second Department).  The Court of Appeals refused
                     to review the denial of class action  status.  The case now
                     represents  a single  individual  claim.  The action  seeks
                     damages  from the  Company,  United  Hospital  and Dr. John
                     Stangel,   for  pecuniary   loss  and  personal   injuries,
                     purportedly  arising  out  of an  alleged  misstatement  of
                     success  rates at the in  vitro  fertilization  program  at
                     United  Hospital  which was  managed by the Company at that
                     time. The complaint  originally asserted multiple causes of
                     action;  however,  through motion practice,  the defendants
                     have achieved  dismissal of all causes of action except the
                     General  Business Law claims which were  reinstated  by the
                     Court  Appeals  in  May  1999.   The  Company   intends  to
                     vigorously defend the remaining cause.  Litigation  counsel
                     has advised the Company  that its  position is supported on
                     the merits and that the action,  even if successful,  would
                     not have a material adverse effect on the Company.

                     In July  1999,  an action  was filed  (but not  served)  in
                     Middlesex  Superior  Court  in  Massachusetts  against  the
                     Company,  the  Reproductive  Science  Center of Boston (the
                     "Center"),  an independent genetic testing laboratory,  and
                     certain of their respective employees. The action, filed by
                     two  former   patients  of  the   Center,   arises  out  of
                     plaintiffs'  participation  during 1996 in an  experimental
                     program of preimplantation  genetic testing. The plaintiffs
                     allege    professional    negligence    and    breach    of
                     contract/warranties  resulting  in the birth of their child
                     who suffers from cystic  fibrosis.  Plaintiffs seek damages
                     of an  undisclosed  amount.  The Company has  notified  its
                     professional   malpractice  insurance  carrier,  which  has
                     appointed  Massachusetts  counsel to represent the Company,
                     and is  investigating  the allegations in cooperation  with
                     its co-defendants.  The Company has been advised by counsel
                     that while it is too early to comment on the likely  course


                                       14

<PAGE>


                     of the litigation,  such counsel currently believes that by
                     virtue  of   insurance   coverage   available  to  all  the
                     defendants,  the  suit is not  likely  to  have a  material
                     adverse effect on the Company.

                     There  are  other  minor  legal  proceedings  to which  the
                     Company  is a party.  In the  Company's  view,  the  claims
                     asserted and the outcome of these proceedings will not have
                     a  material  adverse  effect  on  the  financial  position,
                     results of operations or the cash flows of the Company.

     Item 2.      Changes in Securities.
                     None.

     Item 3.      Defaults Upon Senior Securities.
                     None.

     Item 4.      Submission of Matters to Vote of Security Holders.
                     At an annual  shareholders'  meeting  held on May 25, 1999,
                     the  following  matter was  approved:  1) election of eight
                     directors.

                     The respective vote tabulations are detailed below:

                                                                 Withhold
                     Proposal 1 - Directors            For        Authority
                     ----------------------            ---        ---------
                     Gerardo Canet                  3,450,649      28,617
                     M. Fazle Husain                3,450,649      28,617
                     Michael J. Levy, M.D.          3,450,649      28,617
                     Sarason D. Liebler             3,450,649      28,617
                     Aaron S. Lifchez, M.D.         3,450,649      28,617
                     Patricia M. McShane, M.D.      3,450,399      28,867
                     Lawrence Stuesser              3,450,649      28,617
                     Elizabeth E. Tallett           3,450,649      28,617

   Item 5.        Other Information.
                     None.

   Item 6.        Exhibits and Reports on Form 8-K.
                     (a)    Exhibits
                            See Index to Exhibits on page 17.

                     (b)    Reports on Form 8-K
                            None.

                                       15

<PAGE>








                                   SIGNATURES


         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.


                                                INTEGRAMED AMERICA, INC.
                                                (Registrant)




Date:    August 16, 1999               By:      /s/John W. Hlywak, Jr.
                                                ---------------------------
                                                John W. Hlywak, Jr.
                                                Sr. Vice President and
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)


                     16



<PAGE>


                                INDEX TO EXHIBITS


Exhibit
                                 Number Exhibit

10.95a    --  Amendment  No.  6  to  Management   Agreement  between  IntegraMed
              America,  Inc. and Fertility Centers of Illinois,  S.C. dated July
              1, 1999.

10.115    --  Management Agreement between IntegraMed America, Inc. and David R.
              Corley, M.D., P.C. dated July 1, 1999.

10.115(a) --  Personal  Responsibility  Agreement among  Registrant and David R.
              Corley, M.D.

10.116    --  Form of Retention Agreement between Registrant and Kathi Baginski,
              Peter Cucchiara,  Dan Desmarais,  Anders Engen,  Jay Higham,  John
              Hlywak, Jr., Mark Segal, Claude E. White, Donald S. Wood, Ph.D.

27        --  Financial Data Schedule



                                       17