================================================================================
                                  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 September 30, 2004

                                       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

                            IntegraMed America, Inc.
             (Exact name of Registrant as specified in its charter)


              Delaware                                   06-1150326
    (State or other jurisdiction            (I.R.S. employer identification no.)
  of incorporation or organization)

       Two Manhattanville Road
          Purchase, New York                               10577
 (Address of principal executive offices)               (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 [  ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12 b-2).

                             Yes [  ]       No [X]

         The aggregate number of shares of the Registrant's Common Stock, $.01
par value, outstanding on October 25, 2004 was 3,581,865.


===============================================================================



<PAGE>



                            INTEGRAMED AMERICA, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                           PAGE

PART I  -      FINANCIAL INFORMATION

    Item 1.    Financial Statements (unaudited)

                  Consolidated Balance Sheets at September 30, 2004 and
                     December 31, 2003....................................... 3

                  Consolidated Statements of Income for the three and
                     nine-month periods ended September 30, 2004 and 2003 ... 4

                  Consolidated Statements of Cash Flows for the nine-month
                     periods ended September 30, 2004 and 2003 .............. 5

                  Notes to Consolidated Financial Statements .............. 6-10

    Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations................................11-17

    Item 3.    Quantitative and Qualitative Disclosures About Market Risk.... 18

    Item 4.    Controls and Procedures....................................... 18


PART II -      OTHER INFORMATION

    Item 1.    Legal Proceedings............................................. 19

    Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases
                   of Equity Securities...................................... 19

    Item 3.    Defaults upon Senior Securities............................... 19

    Item 4.    Submission of Matters to a Vote of Security Holders........... 19

    Item 5.    Other Information............................................. 19

    Item 6.    Exhibits ..................................................... 19


SIGNATURES              ..................................................... 20

CERTIFICATIONs PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002...................................... EXHIBITS


CERTIFICATIONS PURSUANT TO 18 U.S.C ss.1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002...................................... EXHIBITS




                                       2
<PAGE>




PART I -- FINANCIAL INFORMATION
    Item 1.      Consolidated Financial Statements
<TABLE>

                            INTEGRAMED AMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
              (all dollars in thousands, except per share amounts)
<CAPTION>

                                     ASSETS
                                                                                    September 30,  December 31,
                                                                                    -------------  ------------
                                                                                         2004          2003
                                                                                     ------------  ------------
                                                                                      (unaudited)
<S>                                                                                    <C>         <C>
Current assets:
  Cash and cash equivalents ........................................................   $ 13,896     $  6,885
  Due from Medical Practices, net ..................................................      8,226        8,918
  Pharmaceutical sales accounts receivable .........................................      1,684        1,484
  Deferred taxes ...................................................................        948         948
 Prepaids and other current assets .................................................      1,555        3,264
                                                                                       --------     --------
      Total current assets .........................................................     26,309       21,499

  Fixed assets, net ................................................................     12,992       10,218
  Intangible assets, net ...........................................................     20,844       20,504
  Deferred taxes ...................................................................      2,292        2,795
  Other assets .....................................................................        368          278
                                                                                       --------     --------
      Total assets .................................................................   $ 62,805     $ 55,294
                                                                                       ========     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .................................................................   $    791     $    167
  Accrued liabilities ..............................................................      7,235        5,274
  Current portion of long-term notes payable and other obligations .................      3,217        3,272
  Patient deposits .................................................................     14,285        9,492
                                                                                       --------     --------
      Total current liabilities ....................................................     25,528       18,205
                                                                                       --------     --------
Long-term notes payable and other obligations ......................................      3,326        4,239
                                                                                       --------     --------
Commitments and contingencies
Stockholders' Equity:
  Common Stock, $.01 par value - 15,000,000 and 50,000,000 shares authorized in
      2004 and 2003 respectively; and 3,562,365 and 3,544,292 shares issued in
      2004 and 2003, respectively ..................................................         35           35
  Capital in excess of par .........................................................     48,083       48,172
  Deferred compensation ............................................................       (351)        (315)
  Treasury stock, at cost - 7,360 and 89,595 shares in 2004 and 2003, respectively .        (47)        (426)
  Accumulated deficit ..............................................................    (13,769)     (14,616)
                                                                                       --------     --------
      Total stockholders' equity ...................................................     33,951       32,850
                                                                                       --------     --------
      Total liabilities and stockholders' equity ...................................   $ 62,805     $ 55,294
                                                                                       ========     ========

</TABLE>



        See accompanying notes to the consolidated financial statements.



                                       3
<PAGE>


<TABLE>

                            INTEGRAMED AMERICA, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
              (all amounts in thousands, except per share amounts)
<CAPTION>


                                               For the                 For the
                                         three-month period       nine-month period
                                          ended September  30,    ended September 30,
                                         ---------------------    -------------------
                                           2004         2003       2004         2003
                                         ---------    --------    -------      ------
                                               (unaudited)            (unaudited)
<S>                                       <C>         <C>         <C>         <C>
Revenues, net:
   FertilityPartners Service Fees .....   $ 21,535    $ 17,762    $ 63,608    $ 55,533
   Pharmaceutical sales ...............      4,102       3,553      11,771      12,846
   FertilityDirect revenues ...........      1,579         942       4,124       2,089
                                          --------    --------    --------    --------
      Total revenues ..................     27,216      22,257      79,503      70,468

Cost of services and sales:
   FertilityPartners Service Fees .....     19,136      15,591      56,983      48,715
   Pharmaceutical costs ...............      3,958       3,440      11,331      12,500
   FertilityDirect costs ..............        989         577       2,810       1,333
                                          --------    --------    --------    --------
      Total costs of services and sales     24,083      19,608      71,124      62,548

Contribution:
   FertilityPartners Service Fees .....      2,399       2,171       6,625       6,818
   Pharmaceutical contribution ........        144         113         440         346
   FertilityDirect contribution .......        590         365       1,314         756
                                          --------    --------    --------    --------
     Total contribution ...............      3,133       2,649       8,379       7,920

General and administrative expenses ...      2,556       2,233       6,928       6,668
Interest income .......................        (65)        (33)       (185)        (77)
Interest expense ......................         77          22         229          54
                                          --------    --------    --------    --------
   Total other expenses ...............      2,568       2,222       6,972       6,645

Income before income taxes ............        565         427       1,407       1,275
Income tax provision ..................        225         166         560         497
                                          --------    --------    --------    --------

Net income ............................   $    340    $    261    $    847    $    778
                                          ========    ========    ========    ========

Basic earnings per share ..............   $   0.10    $   0.08    $   0.24    $   0.23
                                          ========    ========    ========    ========
Diluted earnings per share ............   $   0.09    $   0.07    $   0.22    $   0.22
                                          ========    ========    ========    ========
Weighted average shares - basic .......      3,551       3,448       3,590       3,399
                                          ========    ========    ========    ========
Weighted average shares - diluted .....      3,698       3,643       3,784       3,564
                                          ========    ========    ========    ========

</TABLE>


        See accompanying notes to the consolidated financial statements.



                                       4
<PAGE>

<TABLE>


                            INTEGRAMED AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (all amounts in thousands)
<CAPTION>

                                                                                              For the
                                                                                         nine-month period
                                                                                        ended September 30,
                                                                                        -------------------
                                                                                          2004       2003
                                                                                        -------    --------
                                                                                            (unaudited)
<S>                                                                                    <C>         <C>
Cash flows from operating activities:
   Net income ......................................................................   $    847    $    778
   Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization .................................................      3,631       2,861
   Change in assets and liabilities --
     Decrease (increase) in assets:
        Due from Medical Practices .................................................        692      (1,874)
        Pharmaceutical sales accounts receivable ...................................       (200)        528
        Prepaids and other current assets ..........................................      1,839         604
        Other assets ...............................................................        (90)        407
     Increase (decrease) in liabilities:
         Accounts payable ..........................................................       (469)        664
         Accrued liabilities .......................................................      3,054        (669)
         Patient deposits ..........................................................      4,793       2,638
                                                                                       --------    --------
Net cash provided by operating activities ..........................................     14,097       5,937
                                                                                       --------    --------

Cash flows used in investing activities:
     Payment for Exclusive Service Rights ..........................................     (1,204)     (2,232)
     Trademarks ....................................................................        (39)       --
     Proceeds from sale of fixed assets ............................................       --           380
     Proceeds from sale of intangible assets .......................................       --           136
     Purchase of fixed assets and leasehold improvements ...........................     (4,953)     (4,256)
                                                                                       --------    --------
Net cash used in investing activities ..............................................     (6,196)     (5,972)
                                                                                       --------    --------

Cash flows used in financing activities:
     Increase in notes payable .....................................................       --         5,750
     Principal repayments on debt ..................................................       (925)     (1,598)
     Principal repayments under capital lease obligations ..........................        (43)        (38)
     Proceeds from exercise of common stock warrants and options ...................        523         171
     Repurchase of common stock ....................................................       (445)       --
                                                                                       --------    --------
Net cash (used in) provided by financing activities ................................       (890)      4,285
                                                                                       --------    --------

Net change in cash .................................................................      7,011       4,250
Cash at beginning of period ........................................................   $  6,885    $  8,693
                                                                                       --------    --------
Cash at end of period ..............................................................   $ 13,896    $ 12,943
                                                                                       ========    ========

</TABLE>







        See accompanying notes to the consolidated financial statements.



                                       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 accruals) necessary to present
fairly the financial position at September 30, 2004, and the results of
operations and cash flows for the interim periods presented. Operating results
for the interim period are not necessarily indicative of results that may be
expected for the year ending December 31, 2004. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in IntegraMed America's (the "Company") Annual Report on Form 10-K for
the year ended December 31, 2003.

NOTE 2 -- EARNINGS PER SHARE:

     The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the three and nine-month periods ended September
30, 2004 and 2003 is as follows (000's omitted, except for per share amounts):
<TABLE>
<CAPTION>

                                                     For the              For the
                                                three-month period    nine-month period
                                                ended September 30,   ended September 30,
                                                -------------------   -------------------
                                                   2004    2003         2004      2003
                                                --------  ---------   --------   --------
<S>                                              <C>      <C>          <C>       <C>
Numerator
Net Income ...................................   $  340   $  261       $  847    $  778

Denominator
Weighted average shares outstanding ..........    3,551    3,448        3,590     3,399
Effect of dilutive options and warrants ......      147      195          194       165
                                                 ------   ------       ------    ------
Weighted average shares and dilutive potential
Common shares ................................    3,698    3,643        3,784     3,564

Basic EPS ....................................   $ 0.10   $ 0.08       $ 0.24    $ 0.23
Diluted EPS ..................................   $ 0.09   $ 0.07       $ 0.22    $ 0.22
</TABLE>


     For the three-month period ended September 30, 2004, the effect of the
assumed exercise of options to purchase approximately 10,000 shares of Common
Stock at an exercise price of $6.15 per share was excluded in computing the
diluted per share amount because the exercise prices of the options was greater
than the average market price of the shares of Common Stock, therefore causing
these options to be anti-dilutive. For the nine-month period ended September 30,
2004, there were no outstanding options to purchase shares of Common Stock which
were excluded from the computation of the diluted earnings per share amount as
the exercise price of all outstanding options was less than the average market
price of the shares of Common Stock.

     For the three-month period ended September 30, 2003, there were no
outstanding options to purchase shares of Common Stock which were excluded from
the computation of the diluted earnings per share amount as the exercise price
of all outstanding options was less than the average market price of the shares
of Common Stock.For the nine-month period ended September 30, 2003, the effect
of the assumed exercise of options to purchase approximately 128,000 shares of
Common Stock at exercise prices ranging from $5.98 to $6.15 per


                                       6
<PAGE>



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

share was excluded in computing the diluted per share amount because the
exercise prices of the options was greater than the average market price of the
shares of Common Stock, therefore causing these options to be anti-dilutive.

     For the three-and nine-month periods ended September 30, 2004, the effect
of the assumed exercise of warrants to purchase approximately 88,000 shares of
Common Stock at an exercise price of $9.00 per share was 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, thereby
causing these warrants to be anti-dilutive. For the three-and nine-month periods
ended September 30, 2003, the effect of the assumed exercise of warrants to
purchase approximately 106,000 shares of Common Stock at exercise prices ranging
from $6.25 to $9.00 per share was 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, thereby causing these warrants to be
anti-dilutive.

NOTE 3 -- SEGMENT INFORMATION:

     The Company is principally engaged in providing products and services to
the fertility market. For disclosure purposes, the Company recognizes Business
Services offered to its network of FertilityPartners and its pharmaceutical
distribution operations as separate reporting segments. The Business Services
segment includes revenues and costs categorized as FertilityPartners Service
Fees and FertilityDirect Revenues, as follows (000's omitted):

<TABLE>
<CAPTION>
                                                                      Business       Pharmaceutical
                                                         Corporate    Services        Distribution     Consolidated
                                                         ---------    --------        ------------     ------------
<S>                                                       <C>           <C>               <C>               <C>
For the three months ended September 30, 2004
     Revenues......................................       $    --       $23,114           $4,102            $27,216
     Cost of services..............................            --        20,125            3,958             24,083
     Contribution..................................            --         2,989              144              3,133
                                                          -------       -------          -------            -------
     General and administrative costs..............                                                          2,556
     Interest, net.................................                                                             12
     Income before income taxes....................                                                            565
     Depreciation expense included above...........                                                            719
     Capital expenditures..........................          316         1,687                               2,003
     Total assets..................................       37,831        22,851            2,123             62,805

For the nine months ended September 30, 2004
     Revenues......................................       $    --       $67,732          $11,771            $79,503
     Cost of services..............................            --        59,793           11,331             71,124
                                                          -------       -------          -------            -------
     Contribution..................................            --         7,939              440              8,379
     General and administrative costs..............                                                          6,928
     Interest, net.................................                                                             44
     Income before income taxes....................                                                          1,407
     Depreciation expense included above...........                                                          2,179
     Capital expenditures..........................          458         4,495                               4,953
     Total assets..................................       37,831        22,851            2,123             62,805

</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>


                                                                      Business       Pharmaceutical
                                                         Corporate    Services        Distribution     Consolidated
                                                         ---------    --------        ------------     ------------

<S>                                                     <C>            <C>               <C>               <C>
For the three months ended September 30, 2003
     Revenues......................................     $     --       $18,704           $3,553            $22,257
     Cost of services..............................           --        16,168            3,440             19,608
                                                        --------       -------           ------           --------
     Contribution..................................           --         2,536              113              2,649
     General and administrative costs..............                                                          2,233
     Interest, net.................................                                                            (11)
                                                                                                          --------
     Income before income taxes....................                                                            427
     Depreciation expense included above...........                                                            486
     Capital expenditures..........................           73         2,991               --              3,064
     Total assets..................................       15,280        39,523              730             55,533

For the nine months ended September 30, 2003
     Revenues......................................      $    --       $57,622          $12,846            $70,468
     Cost of services..............................           --        50,048           12,500             62,548
     Contribution..................................           --         7,574              346              7,920
     General and administrative costs..............                                                          6,668
     Interest, net.................................                                                            (23)
     Income before income taxes....................                                                          1,275
     Depreciation expense included above...........                                                          1,563
     Capital expenditures..........................          354         3,902               --              4,256
     Total assets..................................       15,280        39,523              730             55,533
</TABLE>

NOTE 4 -- STOCK-BASED EMPLOYEE COMPENSATION:

     As of September 30, 2004, the Company had two stock-based employee
compensation plans, which are described more fully in Note 12 of the Company's
financial statements in its most recent Annual Report on Form 10-K. Prior to
fiscal 2003, the Company accounted for those plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. Under this standard, no stock
option-based employee compensation cost is reflected in net income, as all
options granted under the plans had an exercise price equal to the market value
of the underlying Common Stock on the date of grant. Effective January 1, 2003,
the Company adopted the fair value recognition provisions of FAS No. 123,
Accounting for Stock-Based Compensation, prospectively to all employee awards
granted, modified, or settled after January 1, 2003. Awards under the company's
plans vest over a period of four years from the date of grant. Therefore, the
cost related to stock-based employee compensation included in the determination
of net income for 2004 and 2003 is less than that which would have been
recognized if the fair value based method had been applied to all awards since
the effective date of Statement 123. The following table illustrates the effect
on net income and earnings per share as if the fair value based method had been
applied to all outstanding and unvested awards in each period. (000's omitted,
except per share amounts).




                                       8
<PAGE>


<TABLE>

<CAPTION>

                                                                For the              For the
                                                          three-month period    nine-month period
                                                          ended September 30,  ended September 30,
                                                          -------------------  -------------------
                                                          2004         2003      2004       2003
                                                          ----         -----   ---------  --------

<S>                                                     <C>         <C>          <C>        <C>
Net Income, as reported ...........................     $   340     $   261      $   847    $   778

Add: Stock-based employee compensation expense
included in reported net income, net of related tax
effects ...........................................         --          --           --         --

Deduct:  Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects ........         (61)        (77)        (183)      (230)
                                                        -------     -------      -------    -------

Pro forma net income ..............................         279         184          664        548

Earnings per share:
     Basic-as reported ............................        0.10        0.08         0.24       0.23
     Basic-pro forma ..............................        0.08        0.05         0.18       0.16

     Diluted-as reported ..........................        0.09        0.07         0.22       0.22
     Diluted-pro forma ............................        0.08        0.05         0.18       0.15
</TABLE>

NOTE  5- LITIGATION

     In June 2002, the Company was served with a complaint, captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County, alleging breach of
contract and seeking damages in excess of $5 million. The Company had retained
WINFertility in April 2001 to provide claims management services in connection
with the Company's Shared Risk Refund Program. WINFertility failed to provide
the services for which the Company contracted and the Company terminated the
contract in May 2002. The Company has served and filed an answer denying all
material allegations of the complaint and asserting affirmative defenses. The
Company has also filed a counterclaim against the plaintiff demanding an
accounting and return of certain fees paid to plaintiff by the Company. The
matter is scheduled for trial in January 2005.

     There are other minor legal proceedings to which the Company is a party.

     Litigation is subject to many uncertainties and management is unable to
predict the outcome of pending suits and claims. It is possible that the result
of operations or liquidity and capital resources of the Company could be
adversely affected by the ultimate outcome of pending litigation or as a result
of the costs of contesting such lawsuits. The Company is currently unable to
estimate the ultimate liability, if any, that may result from pending litigation
and accordingly, no material provision for any liability has been made for such
pending litigation in the consolidated financial statements. When the Company is
reasonably able to determine the probable minimum or ultimate liability, if any,
that may result from any of pending litigation, the Company will record a
provision for such liability to the extent not covered by insurance.




                                       9
<PAGE>



NOTE 6 -- RECENT ACCOUNTING STANDARDS

     The Company discloses its critical accounting policies in its Form 10-K
filed with the Securities and Exchange Commission. Since December 31, 2003, none
of those policies has changed, nor has any been added.


     At this time, there are no recently issued accounting standards, which
impact the Company.



                                       10
<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 IntegraMed America Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2003.

Overview

     IntegraMed America, Inc. offers products and services to patients and
providers in the fertility industry. The IntegraMed Provider Network is
comprised of twenty-five fertility centers in major markets across the United
States and the Council of Physicians and Scientists. Eighteen Affiliate
fertility centers purchase discrete service packages provided by us and seven
fertility centers have access to the entire portfolio of products and services
under the comprehensive FertilityPartners(TM) program. All twenty-five fertility
centers have access to our consumer services, principally pharmaceutical
products and patient treatment financing products.

     Our strategy is to align information, technology and finance for the
benefit of fertility patients, providers, and payers. The primary elements of
our strategy includes: (i) expanding our Provider Network into new major
markets; (ii) increasing the number and value of service packages purchased by
members of our Provider Network; (iii) entering into additional
FertilityPartners(TM) contracts; (iv) increasing revenues at contracted
FertilityPartners(TM) centers; (v) increasing the number of Shared Risk Refund
treatment packages sold to patients of our Provider Network and managing the
risk associated with the Shared Risk Refund program; (vi) increasing sales of
pharmaceutical products and services; and (vii) developing Internet-based access
to personalized health information.

 Major events impacting financial condition and results of operations

     During 2003, we re-negotiated revised fee structures on three of our
existing FertilityPartner contracts. In all three of these contracts, the
timetable for the phase-in of contracted fee reductions, which are based on the
earnings of the underlying fertility centers, were delayed by one year from
fiscal 2004 to fiscal 2005. Beginning in the year 2006, these revised contracts
also contain clauses placing a maximum annual limit on the amount of fees we can
earn, which are based on the earnings of the underlying fertility centers. This
maximum annual limitation is below the fees earned by us on this portion of one
contract in fiscal year 2003 and below the expected earnings from this portion
of the contract in fiscal 2004. We believe that these fee reductions will be
more than offset by volume-based increases in fees earned in other areas of our
existing contracts, the sale of new FertilityPartner contracts and growth in our
FertilityDirect business unit.

     In July 2003, we amended our existing credit agreements with Bank of
America, then Fleet Bank, N.A. The amended agreement is comprised of a renewal
of our $7.0 million three-year working capital revolver and a new $5.75 million
three year term loan, of which $0.75 million was used to retire the outstanding
balance on our previous term loan. We believe that these credit facilities will
be sufficient to fund our current operational, capital investment and
acquisition plans.

     On September 1, 2003, we signed a FertilityPartners agreement with the
Charlotte, North Carolina based Reproductive Endocrinology and Andrology of
Charlotte ("REACh") physician practice. Under the terms of this 15-year
agreement, our service fees are comprised of reimbursed costs of services, a
tiered percentage of revenues, and an additional fixed percentage of REACh's
earnings. As part of this agreement, we also committed up to $2 million to fund
the development and equipping of a new state-of-the-art facility to house the
clinical practice and embryology laboratory for REACh and its patients. As of
September 30, 2004 this facility has been completed, placed into operation and
our financing commitment substantially completed.

     In January 2004, we signed a FertilityPartner agreement to supply a
complete range of business, marketing and facility services to a group of
fertility physicians in the Seattle, Washington metropolitan area. Under the
terms of the 15-year agreement, IntegraMed will build a new facility and help
the group to establish a private, full service fertility center. As part of this
agreement, we had committed up to $2 million to fund the development and
equipping of a new state-of-the-art facility to house the clinical practice and
embryology laboratory for the group and its patients. As of September 30, 2004
this facility has been substantially completed and has begun treating patients
on a limited basis. Based upon the current construction schedule, we expect the
facility to be fully completed, and our financial commitment met, by the end of


                                       11
<PAGE>

the fourth quarter of 2004. At that time, our service fees will be comprised of
our standard reimbursed costs of services, a fixed percentage of revenues, plus
an additional fixed percentage of the new center's earnings.

     We continue to aggressively promote our Shared Risk Refund Program. The
Shared Risk Refund Program is an innovative treatment and financing program,
which consists of up to three treatment cycles of in vitro fertilization for one
fixed price with a significant refund if the patient does not deliver a live
baby. Under this financial program, we receive payment directly from consumers
who qualify for the program and pay contracted fertility centers a defined
reimbursement for each treatment cycle performed. We manage the risks associated
with the Shared Risk Refund Program through a case management program. This case
management program authorizes patient care and provides information to be used
in recognizing revenue and developing the related reserves for refunds.

Results of Operations

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

                                                     For the                     For the
                                               three-month period           nine-month period
                                               ended September 30,         ended September 30,
                                               -------------------         --------------------
                                                2004        2003              2004       2003
                                               ------     --------         ---------   --------
                                                   (unaudited)                  (unaudited)
<S>                                            <C>         <C>                <C>       <C>
Revenues, net
       FertilityPartners Service Fees ...      79.1%       79.8%              80.0%     78.8%
       Pharmaceutical Sales .............      15.1%       16.0%              14.8%     18.2%
       FertilityDirect Revenues .........       5.8%        4.2%               5.2%      3.0%
                                               -----       -----              -----     -----
       Total Revenues ...................     100.0%      100.0%             100.0%    100.0%

Costs of services incurred:

        FertilityPartners costs .........      70.3%       70.0%              71.7%     69.1%
        Pharmaceutical costs ............      14.6%       15.5%              14.3%     17.7%
        FertilityDirect costs ...........       3.6%        2.6%               3.5%      2.0%
                                               -----       -----              -----     -----
        Total Costs of services and sales      88.5%       88.1%              89.5%     88.8%

        Contribution

       FertilityPartners contribution ...       8.8%        9.8%               8.3%      9.7%
       Pharmaceutical contribution ......       0.6%        0.6%               0.6%      0.5%
       FertilityDirect contribution .....       2.2%        1.6%               1.7%      1.0%
                                               -----       -----              -----     -----
       Total contribution ...............      11.4%       11.9%              10.6%     11.2%
 General and administrative expenses ....       9.4%       10.0%               8.7%      9.5%
 Interest income ........................      (0.3)%      (0.1)%            (0.3)%    (0.1)%
 Interest expense .......................       0.2%        0.1%               0.2%      0.0%
       Total other expenses .............       9.4%       10.0%               8.7%      9.4%
 Income before income taxes .............       2.1%        1.9%               1.8%      1.8%
 Provision for income taxes .............       0.8%        0.7%               0.7%      0.7%
                                               -----       -----              -----     -----
 Net income .............................       1.3%        1.2%               1.1%      1.1%


</TABLE>



                                       12
<PAGE>

   Three Months Ended September 30, 2004 Compared to Three Months Ended
   September 30, 2003

       Revenues for the three months ended September 30, 2004 increased by a net
of approximately $5.0 million, or 22.3%, from the same period in 2003. The main
growth factors contributing to this increase were:


(i)             Revenues at our five FertilityPartner centers opened prior to
                2003, increased by $2.2 million, or 12.5%. This increase
                resulted from strong patient volume and clinical billings and is
                attributable to our ongoing consumer marketing efforts. Revenue
                from our two recent FertilityPartner centers, located in
                Charlotte, North Carolina and Seattle, Washington, who joined
                our network in September 2003 and January 2004, respectively,
                totaled $1.8 million in the third quarter of 2004. The Seattle
                FertilityPartner location spent much of the third quarter of
                2004 undergoing major construction and is not expected to begin
                fully servicing patients until the fourth quarter of 2004.

(ii)            Revenue at our pharmaceutical unit increased by $0.5 million, or
                15.5% from the same period in 2003. During the third quarter of
                2003, we had decided to de-emphasize the sale of certain high
                volume products due to their lack of profitability. This
                decision caused a drop in revenue during the last two quarters
                of 2003. As a result of a more favorable pricing and
                reimbursement environment for these products since the first
                quarter of 2004, revenues have increased on a quarterly basis.
                We expect this trend to continue and have recently reorganized
                our pharmaceutical marketing support resources in an attempt to
                continue to build volume and revenues in future periods.

(iii)           FertilityDirect revenues, which are comprised primarily of our
                direct to consumer Shared Risk Refund program as well as
                membership fees from affiliated clinics, increased by $0.6
                million, or 67.6% from prior year levels. We plan to continue
                the promotion of our FertilityDirect programs through aggressive
                marketing and anticipate that both of these programs will
                continue to show growth in future quarters.

     Contribution of $3.1 million for the third quarter of 2004 was up $0.5
million, or 18.3% from 2003 levels. As a percentage of revenue, the contribution
margin was 11.5% for 2004 versus 11.9% in 2003. The following factors had a
significant effect on third quarter 2004 contribution:

(i)             Contribution generated by the FertilityPartners agreements
                increased by $0.2 million in the third quarter of 2004 versus
                the same period in 2003. Contribution growth for the third
                quarter did not match the growth in revenue due in part to
                previously disclosed pricing adjustments on several
                FertilityPartner contracts.

(ii)            Pharmaceutical contribution increased by $31,000, or 27.4%, and
                margin rates increased to 3.5% during the third quarter of 2004
                from 3.2% in 2003. The contribution increase to 3.5% reflects
                the resolution of negative pricing and reimbursement issues on
                certain products which were encountered during the third and
                fourth quarters of 2003. We anticipate that our pharmaceutical
                margins will stabilize in their historic range of 3.5 - 4.0% for
                the balance of 2004.

(iii)           Contribution from the FertilityDirect program increased by
                $225,000, or 61.6% from the same period in the prior year. This
                increase was driven by increased Shared Risk Refund patient
                volume, better than expected clinical outcomes for Shared Risk
                patients and higher monthly membership fees, introduced in early
                2004, for affiliated clinics.

     General and Administrative expenses increased by $323,000 in the third
quarter of 2004 versus the same period in 2003 as a result of increased
consulting costs to prepare for the requirements of Sarbanes-Oxley legislation
as well as changes in compensation and incentives in certain segments of our
business.

     Interest income rose to $65,000 for the quarter ended September 30, 2004,
from $33,000 in 2003. This increase was mainly attributable to finance charges
assessed to various FertilityPartner locations on invested capital in excess of
predefined limits, and higher available cash balances. Interest expense also


                                       13
<PAGE>

increased by $55,000 from the same quarter in the prior year as a result of
higher debt levels in conjunction with our renegotiated credit facilities and a
draw-down on our revolving line of credit.

     The provisions for income tax were $225,000, or 39.8% of pre-tax income and
$166,000, or 39.0% of pretax income for the quarters ended September 30, 2004
and 2003, respectively. There were no Federal income tax payments during either
2003, or 2004 to date due to the utilization of our net operating loss carry
forwards. The effective tax rates for both 2004 and 2003 reflect a provision for
current state taxes as well as amortization of our deferred Federal tax asset.

   Nine months Ended September 30, 2004 Compared to Nine months Ended
   September 30, 2003

       Revenues for the nine months ended September 30, 2004 increased by a net
of approximately $9.0 million, or 12.8%, from the same period in 2003. The main
factors contributing to this increase were:

(i)             Revenues  at our  FertilityPartner  centers  increased  by  $8.1
                million,  or 14.5% from the prior year  period.  Growth from the
                same  period  in  the  prior  year  is  mainly  attributable  to
                continuing  investments  in field sales and  marketing  staff as
                well  as  increasing   local  and  national  media  exposure  of
                fertility  treatment options  available within the network.  The
                two FertilityPartners  agreements signed subsequent to September
                1, 2003, and located in North Carolina and Seattle,  contributed
                revenues  of $3.9  million  in the  first  nine  months of 2004,
                versus  $300,000 in the same period of 2003.  Prior year results
                also included revenues of $4.8 million from our FertilityPartner
                agreement  with RSA of New  York,  which  terminated  in June of
                2003.  Excluding  the  impact  of  this  terminated   agreement,
                revenues grew by $12.9 million, or 25.3% from prior year levels.

(ii)            Revenue at our pharmaceutical unit decreased by $1.1 million, or
                8.4% from the same period in 2003. As previously stated, this
                reduction was the result of the decision in mid-2003 to
                de-emphasize the sale of certain high volume/low margin products
                to a product mix offering more stable, higher margins. As
                previously noted, since this decision was made, revenues at our
                pharmaceutical segment have increased each quarter since the end
                of 2003, and margins have stabilized as expected.


(iii)           FertilityDirect revenues increased by $2.0 million, or 97.4%
                from the same period in 2003. This increase is the direct result
                of both our successful efforts to re-contract with a majority of
                our affiliate providers, at increased monthly membership fees,
                and a strong increase in patient demand for our Shared Risk
                Refund program. Demand for the Shared risk program has benefited
                from both increased marketing penetration of our provider
                network as well as local and national media exposure. We plan to
                continue the aggressive development and promotion of our
                FertilityDirect product lines and are currently exploring
                additional consumer products which can be co-marketing through
                this channel.

     Contribution for the first nine months of 2004 increased by $0.5 million,
or 5.8%, to $8.4 million from $7.9 million for the same period in 2003. The main
factors driving this increase by product line were as follows:

(i)             Contribution generated by our FertilityPartner agreements
                decreased by $0.2 million in the first nine months of 2004
                relative to the same period in 2003. This decrease was
                principally the result of the contribution lost due to the
                termination of our FertilityPartner agreement with RSA of New
                York in 2003. The RSA of New York generated $0.7 million in
                contribution during the comparable period of 2003, versus no
                contribution in 2004. Excluding the impact of this terminated
                agreement, contribution grew by $0.5 million, or 7.7% from the
                prior year period.

(ii)            Pharmaceutical contribution increased by $94,000, or 27.2%, over
                the first nine months of 2003, despite the reduction in revenue
                as described above. As a result of altering our product mix to
                reduce sales of certain higher volume/lower margin products,
                pharmaceutical margins have risen from 2.7% in the first nine
                months of 2003, to 3.7% for the same period in 2004. We expect
                to achieve pharmaceutical margins in the 3.5% - 4.0% range
                during the last quarter of 2004 while attempting to build sales
                volume by providing additional marketing support.

                                       14
<PAGE>

(iii)           Contribution from the FertilityDirect program increased by
                $558,000, or 73.8% from the same period in the prior year. This
                increase reflects increased Shared Risk Refund patient volume,
                as well as the introduction of higher revenue affiliate provider
                contracts designed to focus on increased distribution of our
                consumer product lines.

     General and Administrative expenses increased by $260,000 in the first nine
months of 2004 versus the first nine months of 2003 as a result of increased
consulting costs to prepare for the requirements of Sarbanes-Oxley legislation
as well as changes to compensation and incentives in certain segments of our
business.

     Interest income increased by $108,000 to $185,000 for the nine months ended
September 30, 2004, from $77,000 in the same period in 2003. This increase was
mainly attributable to finance charges assessed to various FertilityPartner
locations on invested capital in excess of predefined limits, and interest
earned on higher investable cash balances. Interest expense also increased to
$229,000 from $54,000 for the same period in the prior year as a result of
higher debt levels incurred in conjunction with our new credit facilities and a
draw-down on our revolving line of credit.

     Our provisions for income taxes were approximately $560,000, or 39.8% of
pre-tax income and $497,000, or 39.0% of pretax income for the nine months ended
September 30, 2004 and 2003, respectively. There were no Federal income tax
payments during either 2003, or 2004 to date due to the utilization of net
operating loss carry forwards. Our effective tax rates for both 2004 and 2003
reflect a provision for current state taxes as well as amortization of our
deferred Federal tax asset.

Off-balance Sheet Arrangements

     As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPE's"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of September 30, 2004, we were not involved in any
unconsolidated SPE transactions.

 Liquidity and Capital Resources

     Historically, we have financed our operations by the sale of equity
securities, issuance of notes and internally generated resources. In addition,
we also use bank financing for working capital and business development
purposes. Due to our continued capital investment in the start-up and expansion
of several of our FertilityPartner locations, as well as incurring an obligation
for the payment of additional Service Rights related to the Seattle
FertilityPartner contract, working capital decreased during the first nine
months of 2004 to $0.8 million as of September 30, 2004, from $3.3 million as of
December 31, 2003. We believe that working capital and, specifically, cash and
cash equivalents remain at adequate levels to fund our operations. As of
September 30, 2004, we have substantially completed our expansion commitment at
all of our FertilityPartner locations, with the exception of Seattle. In
Seattle, we have invested $978,000 of capital as of September 30, 2004, out of
an anticipated $2.6 million net build out cost. We believe that the cash flows
from our operations plus the existing credit facility and term loan will be
sufficient to provide for our future liquidity needs for the next twelve months.

     Patient deposits, which represent funds received from patients in advance
of treatment cycles, increased by $4,793,000 since December 31, 2003 to
$14,285,000 as of September 30, 2004. These deposits, which are comprised of
both Shared Risk and non-Shared Risk sources, are prepayments of future revenues
from patients without full insurance coverage. Deposits are a significant source
of recurring cash flow and represent interest free financing for us.

     On July 31, 2003, we amended our existing credit facility with Bank of
America (formally Fleet Bank). The amended facility is comprised of a $7.0
million three-year working capital revolver and a $5.75 million three-year term
loan, of which approximately $5.0 million was used during 2003 for the
acquisition of fixed assets and to fund the payment for Exclusive Business
Rights in connection with the North Carolina transaction and $0.75 million was
used to repay the remaining outstanding balance of the previous credit facility.
Each component bears interest by reference to Bank of America's prime rate or
LIBOR, at our option, plus a margin, which is dependent upon a leverage test,
ranging from 2.25% to 2.75% in the case of LIBOR-based loans. Prime based loans

                                       15
<PAGE>

are made at Bank of America's prime rate and do not contain an additional
margin. Interest on the prime-based loans is payable monthly and interest on
LIBOR-based loans is payable on the last day of each applicable interest period.
Unused amounts under the working capital revolver bear a commitment fee of 0.25%
and are payable quarterly. Availability of borrowings under the working capital
revolver is based on eligible accounts receivable as defined. As of September
30, 2004, we had borrowed $2.0 million under the working capital revolver
agreement for general corporate purposes. The remaining working capital revolver
balance of $5.0 million is available to us. The Bank of America credit facility
is collateralized by all of our assets. The credit facility is subject to
several covenants, all of which were met at September 30, 2004.

     We continuously review our credit agreements and may renew, revise or enter
into new agreements from time to time as deemed necessary.

Significant Contractual Obligations and Other Commercial Commitments:

     The following summarizes our contractual obligations and other commercial
commitments at September 30, 2004, and the effect such obligations are expected
to have on our liquidity and cash flows in future periods.
<TABLE>
<CAPTION>

                                                               Payments Due by Period

                                      Total     Less than 1 year       1 - 3 years   4 - 5 years     After 5 years
                                   ----------   ----------------       -----------  ------------     -------------

<S>                                <C>              <C>               <C>                          <C>
Notes Payable.................      $ 6,312,500      $3,150,000        $ 3,162,500     $       --      $        --
Capital lease obligations.....          231,000          67,000            164,000             --               --
Operating leases..............       45,170,000       5,093,000         15,552,000      8,818,000       15,707,000
FertilityPartners  capital
    and other.................        1,022,000       1,022,000                 --             --               --
Total contractual cash
    Obligations...............      $52,735,500      $9,332,000        $18,878,500     $8,818,000      $15,707,000

                                                  Amount of Commitment Expiration Per Period

                                       Total    Less than 1 year      1 - 3 years   4 - 5 years      After 5 years
                                   ----------   ----------------     -------------  -------------    -------------

Lines of credit...............      $ 7,000,000      $       --         $7,000,000     $       --      $        --
</TABLE>

     We also have commitments to provide accounts receivable financing under our
FertilityPartners agreements. Our financing of this receivable occurs on the
15th of each month. The medical practice's repayment priority consists of the
following:

           (i)     Reimbursement  of  expenses  that we have  incurred  on their
                   behalf;

          (ii)    Payment of the fixed or, if applicable, the variable portion
                  of the service fee which relates to the FertilityPartners
                  revenues; and

           (iii)  Payment of the variable portion of the service fee.

     We are responsible for the collection of receivables, which are financed
with full recourse. We have continuously funded these needs from cash flow from
operations and the collection of the prior month's receivables. If delays in
repayment are incurred, which have not as yet been encountered, we could draw on
our existing working capital line of credit. We make payments on behalf of the
FertilityPartners for which we are reimbursed in the short-term. Other than
these payments, as a general course, we do not make other advances to the
medical practice. Other than the capital and other commitments, we have no other
funding commitments to the FertilityPartners.

                                       16
<PAGE>

Recent Accounting Standards

     At this time, there are no recently issued accounting standards which
impact the Company.
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
involves 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 FertilityPartners agreements, the Company's ability to raise
additional debt and/or equity capital to finance future growth, the loss of
significant FertilityPartners agreement(s), the profitability or lack thereof at
fertility centers serviced by the Company, increases in overhead due to
expansion, the exclusion of fertility and ART services from insurance coverage,
government laws and regulation regarding health care, changes in managed care
contracting, the timely development of and acceptance of new fertility, and ART
and/or genetic technologies and techniques. The Company is under no obligation
to (and expressly disclaims any such obligation) update or alter any
forward-looking statements whether as a result of new information, future events
or otherwise.



                                       17
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     For information regarding our exposure to certain market risks, see Item
7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, in our Annual
Report on Form 10-K for the year ended December 31, 2003. There have been no
significant changes in our market risk exposures from the fiscal 2003 year end.

Item 4. Controls and Procedures


     (a) Evaluation of disclosure controls and procedures.


     Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Exchange Act) as of September
30, 2004 (the "Evaluation Date"). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective in timely
alerting them to the material information relating to us required to be included
in our periodic SEC filings.


     (b) Changes in internal controls.


     There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.




                                       18
<PAGE>




Part II -         OTHER INFORMATION

     Item 1.      Legal Proceedings.

                     In June 2002, the Company was served with a complaint,
                     captioned WINFertility, Inc. vs. IntegraMed America, Inc.,
                     in which the plaintiff filed an action in the Supreme Court
                     of New York, Westchester County, alleging breach of
                     contract and seeking damages in excess of $5 million. The
                     Company had retained WINFertility in April 2001 to provide
                     claims management services in connection with the Company's
                     Shared Risk Refund Program. WINFertility failed to provide
                     the services for which the Company contracted and the
                     Company terminated the contract in May 2002. The Company
                     has served and filed an answer denying all material
                     allegations of the complaint and asserting affirmative
                     defenses. The Company has also filed a counterclaim against
                     the plaintiff demanding an accounting and return of certain
                     fees paid to plaintiff by the Company. The matter is
                     scheduled for trial in January 2005.

     Item 2.      Changes in Securities, Use of Proceeds and Issuer Purchases
                  of Equity Securities.

                     In May 2004, the Company retired all 140,116 shares of its
                     Common Stock then being held as treasury shares.

                     In June 2004, the Company obtained 7,360 shares of its
                     Common Stock that are now held as treasury shares. These
                     shares represent reimbursement certain officers made to the
                     Company for the withholding of taxes paid, on their behalf,
                     by the Company on a stock grant issued in 2004. The Company
                     currently has no plans to dispose of these shares.

     Item 3.      Defaults Upon Senior Securities.
                     None.

     Item 4.      Submission of Matters to Vote of Security Holders.
                     None.

     Item 5.      Other Information.
                     None.

     Item 6.      Exhibits.

                  See Index to Exhibits on Page 21.







                                       19
<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:    November 12, 2004                By:  /s/: John W. Hlywak, Jr.
                                                   ----------------------------
                                                    John W. Hlywak, Jr.
                                                    Senior Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                     Accounting Officer)



                                       20
<PAGE>



                                INDEX TO EXHIBITS

Exhibit
                                 Number Exhibit

 3.1(a)  --     Amended and Restated  Certificate of Incorporation of Registrant
                effecting, inter alia, reverse stock split filed as Exhibit with
                identical  exhibit number to Registrant's  Statement on Form S-1
                (Registration No. 33-60038) and incorporated herein by reference
                thereto.

 3.1(b)  --     Amendment  to   Certificate  of   Incorporation   of  Registrant
                increasing  authorized  capital stock by  authorizing  Preferred
                Stock  filed  as  Exhibit  with  identical   exhibit  number  to
                Registrant's  Statement on Form S-1  (Registration No. 33-60038)
                and incorporated herein by reference thereto.

 3.1(c)  --     Certificate of Designations  of Series A Cumulative  Convertible
                Preferred  Stock filed as Exhibit with identical  exhibit number
                to  Registrant's   Statement  on  Form  S-1   (Registration  No.
                33-60038) and incorporated herein by reference thereto.

3.1(d)   --     Certificate of Amendment to Amended and Restated  Certificate of
                Incorporation  increasing  authorized Common Stock to 50,000,000
                shares filed as Exhibit with  identical  number to  Registrant's
                Quarterly  Report on form  10-Q for the  period  ended  June 30,
                1998.

3.1 (e)  --     Certificate of Amendment to the Amended and Restated Certificate
                of  Incorporation  filed as  Exhibit  with  identical  number to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                June 30, 2004.

3.1 (f)  --     Restated  Certificate of  Incorporation  of IntegraMed  America,
                Inc.  filed as Exhibit  with  identical  number to  Registrant's
                Quarterly  Report on Form  10-Q for the  period  ended  June 30,
                2004.

3.2      --     Copy of By-laws of  Registrant  filed as Exhibit with  identical
                exhibit   number   to   Registrant's   Statement   on  Form  S-1
                (Registration No. 33-47046) and incorporated herein by reference
                thereto.

3.2(a)   --     Copy of  By-laws of  Registrant  (As  Amended  and  Restated  on
                December  12, 1995) filed as Exhibit  with  identical  number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1995.

3.2(b)   --     Copy of By-laws of Registrant  (As Amended and Restated on March
                4,  1997)  filed as Exhibit  with  identical  exhibit  number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1997.

3.2(c) --       Copy of By-laws of Registrant  (as Amended on February 17, 2004)
                filed as Exhibit with identical number to Registrant's Quarterly
                Report on Form 10-Q for the period ended March 31, 2004.

4.1      --     Warrant Agreement of Robert Todd Financial Corporation. filed as
                Exhibit with identical exhibit number to Registrant's  Statement
                on Form S-1 (Registration No. 33-47046) and incorporated  herein
                by reference thereto.

4.2      --     Copy of Warrant, as amended, issued to IG Labs. filed as Exhibit
                with identical exhibit number to Registrant's  Statement on Form
                S-1  (Registration  No.  33-47046)  and  incorporated  herein by
                reference thereto.

4.3      --     RAS Securities  Corp. and ABD Securities  Corporation's  Warrant
                Agreement.  filed as Exhibit with  identical  exhibit  number to
                Registrant's  Statement on Form S-1  (Registration No. 33-60038)
                and incorporated herein by reference thereto.


                                       21
<PAGE>

4.4      --     Form of Warrants  issuable to Raymond James &  Associates,  Inc.
                filed as Exhibit with identical  exhibit number to  Registrant's
                Statement  on  Form  S-4   (Registration   No.   33-82038)   and
                incorporated herein by reference thereto.

4.6      --     Warrant  issued to Morgan  Stanley  Venture  Partners  III, L.P.
                filed as Exhibit with identical  exhibit number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                1997 and incorporated herein by reference thereto.

4.7      --     Warrant  issued to Morgan  Stanley  Venture  Partners  III, L.P.
                filed as Exhibit with identical  exhibit number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                1997 and incorporated herein by reference thereto.

4.8      --     Warrant   issued  to  the  Morgan   Stanley   Venture   Partners
                Entrepreneur  Fund, L.P. filed as Exhibit with identical exhibit
                number to  Registrant's  Annual Report on Form 10-K for the year
                ended December 31, 1997.

4.9 (a)  --     Warrant  issued to Brian  Kaplan,  M.D.  filed as  Exhibit  with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.9 (b)  --     Warrant  issued to Aaron S. Lifchez,  M.D. filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.9 (c)  --     Warrant  issued  to Jacob  Moise,  M.D.  filed as  Exhibit  with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.9 (d)  --     Warrant  issued  to Jorge  Valle,  M.D.  filed as  Exhibit  with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.10 (a) --     Warrant  issued to Donald  Galen,  M.D.  filed as  Exhibit  with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.10 (b) --     Warrant  issued to Arnold  Jacobson,  M.D. filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.10 (c) --     Warrant  issued to Louis  Weckstein,  M.D. filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.11 (a) --     Warrant  issued to Michael J. Levy,  M.D.  filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.11 (b) --     Warrant issued to Arthur W. Sagoskin, M.D. filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.11 (c) --     Warrant issued to Robert J. Stillman, M.D. filed as Exhibit with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended March 31, 1998.

4.11 (d) --     Warrant issued to Robert J. Stillman, M.D. dated January 6, 1999
                filed as Exhibit with identical  number to  Registrant's  Annual
                Report on Form 10-K for the year ended December 31, 1998.

                                       22
<PAGE>

4.12 (a) --     Warrant  issued to Patricia M. McShane,  M.D. dated November 18,
                1998  filed as Exhibit  with  identical  number to  Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1998.

4.12 (b) --     Warrant  issued to Samuel C. Pang,  M.D. dated November 18, 1998
                filed as Exhibit with identical  number to  Registrant's  Annual
                Report on Form 10-K for the year ended December 31, 1998.

4.12 (c) --     Warrant issued to Issac Glatstein,  M.D. dated November 18, 1998
                filed as Exhibit with identical  number to  Registrant's  Annual
                Report on Form 10-K for the year ended December 31, 1998.

4.13     --     Warrant issued to Vector Securities International, Inc. filed as
                Exhibit with identical  number to Registrant's  Annual Report on
                Form 10-K for the year ended December 31, 1998.

4.14     --     Registration  Rights  Agreement  dated  July 20,  2002  filed as
                Exhibit with identical  number to Registrant's  Quarterly Report
                on Form 10-Q for the period ended June 30, 2002

4.14(a)  --     Form of Warrant  issued on July 30,  2002 filed as Exhibit  with
                identical  number to Registrant's  Quarterly Report on Form 10-Q
                for the period ended June 30, 2002

31.1     --     CEO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002 dated
                November 12, 2004.

31.2     --     CFO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002 dated
                November 12, 2004.


32.1     --     CEO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 dated
                November 12, 2004.

32.2     --     CFO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 dated
                November 12, 2004.