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

       One Manhattanville Road                             10577
         Purchase, New York                              (Zip code)
(Address of principal executive offices)


                               (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 November 1, 1999 was 4,791,860.


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<PAGE>



                            INTEGRAMED AMERICA, INC.
                                    FORM 10-Q
                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------

PART I  -  FINANCIAL INFORMATION

   Item 1.   Financial Statements

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

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

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

               Notes to Consolidated Financial Statements (unaudited)...... 6-7

   Item 2.   Management's Discussion and Analysis of Financial Condition
                and Results of Operations..................................8-12

   Item 3.   Quantitative and Qualitative Disclosures about Market Risk....  12


PART II  -   OTHER INFORMATION

   Item 1.   Legal Proceedings.............................................  13

   Item 2.   Changes in Securities.........................................  13

   Item 3.   Defaults upon Senior Securities...............................  13

   Item 4.   Submission of Matters to a Vote of Security Holders...........  13

   Item 5.   Other Information.............................................  13

   Item 6.   Exhibits and Reports on Form 8-K..............................  13


SIGNATURES  ...............................................................  14

INDEX TO EXHIBITS       ...................................................  15

                                        2
<PAGE>


PART I -- FINANCIAL INFORMATION

     Item 1.    Consolidated Financial Statements
<TABLE>

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


                                                                                  September 30,   December 31,
                                                                                  ------------    -----------
                                                                                      1999           1998
                                                                                  ------------    -----------
                                                                                   (unaudited)
Current  assets:
<S>                                                                                 <C>            <C>
   Cash and cash equivalents.....................................................   $ 3,882        $ 4,241
   Patient accounts receivable, less allowance for doubtful accounts
     of $ 731 and $526 in 1999 and 1998, respectively............................    10,472         10,749
   Management fees receivable, less allowance for doubtful accounts
     of $0 and $305 in 1999 and 1998, respectively...............................       993          1,963
   Other current assets..........................................................     1,169          1,736
                                                                                    -------        -------
       Total current assets......................................................    16,516         18,689
                                                                                    -------        -------
   Fixed assets, net.............................................................     6,388          5,116
   Intangible assets, net........................................................    19,600         19,269
   Other assets..................................................................       322            619
                                                                                    -------        -------
       Total assets..............................................................   $42,826        $43,693
                                                                                    =======        =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable..............................................................   $   588        $   684
   Accrued liabilities...........................................................     4,516          3,480
   Due to Medical Practices......................................................     1,385          1,877
   Current portion of long-term notes payable and other obligations..............     1,275          2,099
   Patient deposits..............................................................     2,010          2,888
                                                                                    -------        -------
       Total current liabilities.................................................     9,774         11,028
                                                                                    -------        -------
Long-term notes payable and other obligations....................................     4,509          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......................................................        55             53
   Capital in excess of par......................................................    54,172         53,712
   Accumulated deficit...........................................................   (24,117)       (25,548)
   Treasury Stock, at cost -- 511,100 and 340,500 shares in 1999 and
     1998, respectively..........................................................    (1,733)        (1,000)
                                                                                    -------        -------
       Total shareholders' equity................................................    28,543         27,383
                                                                                    -------        -------
       Total liabilities and shareholders' equity................................   $42,826        $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       nine-month period
                                                                           ended September 30,     ended September 30,
                                                                          --------------------     -------------------
                                                                           1999          1998       1999         1998
                                                                           ----          ----       ----         ----

                                                                               (unaudited)             (unaudited)

<S>                                                                       <C>           <C>        <C>         <C>
Revenues, net..........................................................   $11,862       $9,756     $33,255     $27,927
Costs of services incurred on behalf of Network Sites:
     Employee compensation and related expenses........................     4,620        3,734      12,883      11,050
     Direct materials..................................................     1,785        1,153       4,091       3,359
     Occupancy costs...................................................       766          725       2,674       2,120
     Depreciation......................................................       402          343       1,011         976
     Other expenses....................................................     1,899        1,564       5,373       3,960
                                                                          -------       ------     -------     -------
       Total costs of services.........................................     9,472        7,519      26,032      21,465
                                                                          -------       ------     -------     -------
Network Sites' contribution............................................     2,390        2,237       7,223       6,462
General and administrative expenses....................................     1,611        1,385       4,504       3,856
Amortization of intangible assets......................................       274          234         779         681
Interest income........................................................       (46)         (24)        (88)        (45)
Interest expense.......................................................       121          126         382         306
                                                                          -------       ------     -------     -------
       Total other expenses............................................     1,960        1,721       5,577       4,798

Restructuring and other charges........................................       --           --          --        2,084
                                                                          -------       ------     -------     -------
Income (loss) from continuing operations before income taxes...........       430          516       1,646        (420)
Provision for income taxes.............................................        45           94         217         245
                                                                          -------       ------     -------     -------
Income (loss) from continuing operations...............................       385          422       1,429        (665)

Loss from actual and phase-out period operating losses of
     AWM Division......................................................       --            --         --          923
(Recapture) loss from disposal of AWM Division.........................       --          (350)        --        3,578
                                                                          -------       ------     -------     -------
Net income (loss)......................................................       385          772       1,429      (5,166)
Less: Dividends paid and/or accrued on Preferred Stock.................        33           33          99          99
                                                                          -------       ------     -------     -------
Net income (loss) applicable to Common Stock...........................   $   352      $   739     $ 1,330     $(5,265)
                                                                          =======      =======     =======     =======
Basic and diluted earnings (loss) per share of Common Stock:
     Continuing operations.............................................   $  0.07       $ 0.07     $  0.27     $ (0.15)
     Discontinued operations...........................................     --            0.07        --         (0.86)
                                                                          -------       ------     -------     -------
     Net earnings (loss)...............................................   $  0.07       $ 0.14     $  0.27     $ (1.01)
                                                                          =======       ======     =======     =======
Weighted average shares -- basic.......................................     4,863        5,343       4,910       5,226
                                                                          =======       ======     =======     =======
Weighted average shares -- diluted.....................................     4,981        5,405       5,002       5,226
                                                                          =======       ======     =======     =======


         See accompanying notes to the consolidated financial statements

</TABLE>
                                       4
<PAGE>

<TABLE>

                            INTEGRAMED AMERICA, INC.
                       CONSOLIDATED STATEMENT OF CASH FLOW
                           (all amounts in thousands)
  <CAPTION>
                                                                                               For the
                                                                                          nine-month period
                                                                                          ended September 30,
                                                                                          ------------------
                                                                                           1999        1998
                                                                                           ----        ----
                                                                                             (unaudited)
Cash flows from operating activities:
<S>                                                                                      <C>        <C>
     Net income (loss)................................................................   $1,429     $(5,166)
     Adjustments to reconcile net income (loss) to net cash provided by (used in)
       Operating activities:
         Depreciation and amortization................................................    2,035       1,938
         Write-off 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..................................................      277      (2,733)
         Management fees receivable...................................................      352      (1,075)
         Other current assets.........................................................      567         199
         Other assets.................................................................       81        (111)
       Increase (decrease) in liabilities:
         Accounts payable.............................................................      (96)     (1,222)
         Accrued liabilities..........................................................     (131)       (343)
         Due to Medical Practices.....................................................     (492)        352
         Patient deposits.............................................................      350         878
                                                                                         ------      ------
Net cash provided by (used in) operating activities...................................    4,372      (1,742)
                                                                                         ------     -------
Cash flows (used in) provided by investing activities:
       Purchase of net liabilities of acquired businesses.............................       --         487
       Payment for exclusive management rights and acquired physician practices.......     (213)     (3,165)
       Purchase of fixed assets and leasehold improvements............................   (2,005)     (1,216)
       Proceeds from sale of fixed assets.............................................       --         135
                                                                                         ------      ------
Net cash used in investing activities.................................................   (2,218)     (3,759)
                                                                                         ------      ------
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.......................................       --       6,000
       Proceeds from IVP Pharmaceutical Care, Inc.....................................      150         --
       Principal repayments on debt...................................................   (1,780)     (2,833)
       Principal repayments under capital lease obligations...........................      (51)        (84)
       Repurchase of Common Stock.....................................................     (733)         --
       Dividends paid on Convertible Preferred Stock..................................      (99)         --
       Proceeds from exercise of Common Stock options.................................       --          99
                                                                                         ------      ------
Net cash (used in) provided by financing activities...................................   (2,513)      8,608
                                                                                         ------      ------
Net (decrease) increase in cash.......................................................     (359)      3,107
Cash at beginning of period...........................................................    4,241       1,930
                                                                                         ------      ------
Cash at end of period.................................................................   $3,882      $5,037
                                                                                         ======      ======
         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 September  30,1999,  and the results of
operations and cash flows for the interim periods  presented.  Operating results
for the interim  periods 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 included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1998.

NOTE 2 -- EARNINGS PER SHARE:

     The  calculation  of the number of shares for basic and diluted EPS for the
three and  nine-month  periods  ended  September 30, 1999 and 1998 is as follows
(000's omitted):
<TABLE>
<CAPTION>

                                                           For the                For the
                                                         three-month             nine-month
                                                        period ended            period ended
                                                        September 30,           September 30,
                                                        -------------           -------------
                                                        1999     1998           1999     1998
                                                        ----     ----           ----     ----
                                                         (unaudited)             (unaudited)

<S>                                                    <C>       <C>           <C>       <C>
Weighted average shares outstanding................... 4,863     5,343         4,910     5,226
Effect of dilutive options and warrants...............   118        62            92        --
                                                       -----     -----         -----     -----
Weighted average shares and dilutive potential
    common shares..................................... 4,981     5,405         5,002     5,226
                                                       =====     =====         =====     =====
</TABLE>

     Income (loss) from  continuing  operations  was the same for both basic and
diluted calculations for all periods presented.

     The  company  determines  earnings  (loss)  per  share in  accordance  with
Financial  Accounting Standards No. 128, "Earnings Per Share," which the Company
adopted in December  1997. All  historical  earnings  (loss) per share have been
presented in accordance with FAS 128.

     For the three and nine-month  periods  ending  September 30, 1999 and 1998,
the following  approximate amounts of common stock from their assumed conversion
were  excluded  in  computing  the  diluted  per  share  amounts  as  they  were
antidilutive.
<TABLE>
<CAPTION>

                    For the three-month period ended September 30,      For the nine-month period ended September 30,
                    ----------------------------------------------      ---------------------------------------------
                     Exercise                Exercise                    Exercise                Exercise
                    Price Range   1999      Price Range    1998         Price Range    1999     Price Range    1998
                    -----------   ----      -----------    ----         -----------    ----     -----------    ----

<S>                 <C>         <C>        <C>          <C>            <C>           <C>       <C>           <C>
Options...........  $4.00-$5.00  403,000    $4.00-$4.12  350,000        $4.00-$5.00   429,000   $4.00-$4.12   350,000
Warrants..........  $4.94-$8.54   75,000    $4.94-$7.20   78,250        $4.94-$8.54    75,000   $4.94-$7.20    78,250
Preferred Stock...      --       133,000        --       523,000            --        133,000       --        523,000

</TABLE>

                                       6

<PAGE>


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

NOTE 3 -- MANAGEMENT AGREEMENT:

     In April 1999, the Company formed a new wholly owned subsidiary, IntegraMed
Pharmaceutical  Services,  Inc.  ("IPSI").  IPSI is a licensed pharmacy based in
Carrolton,  Texas.  The primary  business of IPSI is the retail  distribution of
infertility  related  pharmaceuticals  and products to 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.  Under this new  agreement,  the Company may
enter into management agreements with other medical practices, offering them use
of the Network Site medical  offices and space.  The Company did not pay a right
to manage fee in connection with this agreement,  rather,  the management  right
payable of $213,000 to the Kansas City medical  Practice was netted  against the
management fee receivable (from the Practice).  This  transaction  yielded a net
receivable  due  to  the  Company  of  $835,000.  The  Company  recognizes  this
receivable  as a further  investment  by the Company in the Kansas City  Medical
Practice,  and  has  reclassed  $835,000  from  management  fees  receivable  to
intangible assets in the accompanying Consolidated Balance Sheet.

                                        7
<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  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 net revenue  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         nine-month
                                                                    period ended        period ended
                                                                    September 30,       September 30,
                                                                    -------------       -------------
                                                                    1999     1998       1999     1998
                                                                    ----     ----       ----     ----
                                                                     (unaudited)         (unaudited)

<S>                                                                <C>       <C>       <C>       <C>
Revenues, net...................................................   100.0%    100.0%    100.0%    100.0%
Costs of services incurred on behalf of Network Sites:
   Employee compensation and related expenses...................    39.0%     38.4%     38.8%     39.6%
   Direct materials.............................................    15.0%     11.8%     12.3%     12.0%
   Occupancy costs..............................................     6.5%      7.4%      8.0%      7.6%
   Depreciation.................................................     3.4%      3.5%      3.0%      3.5%
   Other expenses...............................................    16.0%     16.0%     16.2%     14.2%
                                                                    ----      ----      ----      ----
      Total costs of services...................................    79.9%     77.1%     78.3%     76.9%
Network Sites' contribution.....................................    20.1%     22.9%     21.7%     23.1%
General and administrative expenses.............................    13.6%     14.1%     13.7%     13.9%
Amortization of intangible assets...............................     2.3%      2.4%      2.3%      2.4%
Interest income.................................................    (0.4)%    (0.2)%    (0.3)%    (0.2)%
Interest expense................................................     1.0%      1.3%      1.1%      1.1%
                                                                    ----      ----      ----      ----
   Total other expenses.........................................    16.5%     17.6%     16.8%     17.2%
                                                                    ----      ----      ----      ----
Restructuring and other charges.................................     0.0%      0.0%      0.0%      7.5%
Income (loss) from continuing operations before income taxes....     3.6%      5.3%      4.9%     (1.5)%
Provision for income taxes......................................     0.4%      1.0%      0.6%      0.9%
                                                                    ----      ----      ----      ----
Income (loss) from continuing operations........................     3.2%      4.3%      4.3%     (2.4)%
Recapture (loss) from discontinued operations...................     0.0%      3.6%      0.0%    (16.1)%
                                                                    ----      ----      ----      ----
Net income (loss)...............................................     3.2%      7.9%      4.3%    (18.5)%
                                                                    ====      ====      ====      ====
</TABLE>

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

     Revenues for the third quarter ended September 30, 1999 were  approximately
22% greater than the same period in 1998. Major Network Site  contributors  were
Fertility Centers of Illinois, Shady Grove Fertility Centers, and RSC of Boston,
each of which comprised more than 10% of total Company revenue.  Management fees
and  reimbursed  cost of services  derived from network  revenues at these sites
increased 21%, 29% and 13%,  respectively.  Increases in patient volume were the
primary cause of the Network Site revenue increases.  IntegraMed  Pharmaceutical
Services,  which was  launched  in the  second  quarter of 1999,  accounted  for
$812,000, or 7%, of third quarter revenue.

                                       8

<PAGE>


     Total  costs of services  were 79.9% of  revenues  in the third  quarter of
1999, compared to 77.1% in the third quarter of 1998. Employee  compensation and
related  expenses  increased  slightly,  primarily  due to  increased  levels of
compensation  and new hires.  Direct  materials  increased  as a  percentage  of
revenues,   primarily   due  to  the  cost  of  products   sold  at   IntegraMed
Pharmaceutical Services.

     Network  Sites'  contribution  reflects  an  increase  of 7% for the  third
quarter of 1999  compared  to the third  quarter of 1998.  Increases  in patient
billings were the primary reason for this increase.  As a percentage of revenue,
Network Sites' contribution  decreased for the third quarter of 1999 as compared
to the third quarter of 1998,  principally  due to the  activation of clauses in
certain  management  contracts  which  decrease  management  fees payable to the
Company as Network Site  contribution  increases.  These clauses are designed to
reward the participating  physicians for increased practice growth. In addition,
margins  at  the   Company's   pharmaceutical   venture  are,  as   anticipated,
significantly lower than those of our core business.

     General  and  administrative  expenses  for the third  quarter of 1999 were
approximately  16% higher  than the third  quarter  of 1998.  The  increase  was
largely due to staffing,  consulting,  and other cost  increases  related to the
development,   implementation  and  maintenance  of  the  Company's  proprietary
ARTWorks suite of fertility care information systems.

     Net interest  expense  decreased in the third quarter  ended  September 30,
1999 due to reductions in short and long-term debt.

     The provision  for income taxes is primarily  related to state taxes as the
Company has utilized available net operating loss carryforwards to eliminate any
Federal tax provision. The provision for income taxes decreased 52% in the third
quarter  of 1999  compared  to the  third  quarter  of 1998 due to a  change  in
effective tax rates as a result of tax planning initiatives.

     In late September 1999, the Company was informed by a hospital,  with which
it has a contract  that  generates a  significant  amount of revenue and Network
Site contribution, that three of the associated practice physicians had resigned
and  established  their own practice.  The hospital is  aggressively  recruiting
replacement  physicians.  While the ultimate  impact of these  events  cannot be
determined,  it is likely that there will be a negative  effect on revenues  and
net earnings of the fourth quarter of 1999 and the first quarter of 2000.

   Nine Months Ended September 30, 1999 Compared to Nine Months Ended
   September 30, 1998

     Revenues  increased  19% for the nine  months  ended  September  30,  1999,
compared to the nine  months  ended  September  30,  1998.  Major  Network  Site
contributors were Fertility Centers of Illinois,  Shady Grove Fertility Centers,
and RSC of  Boston,  each of which  comprised  more  than  10% of total  Company
revenue.  Management fees and reimbursed  costs derived from network revenues at
these sites  increased  19%,  67% and 19%,  respectively.  Increases  in patient
volume  were the primary  cause of the Network  Site  revenue  increases  at the
Fertility Center of Illinois and the RSC of Boston.  Shady Grove results include
only six months of activity for the nine months ended  September 30, 1998 as its
management  contract  with the  Company  was  signed in March  1998.  IntegraMed
Pharmaceutical  Services,  which was  launched  in the  second  quarter of 1999,
accounted  for $925,000,  or 3%, of revenue for the nine months ended  September
30, 1999. Revenue increases were partially offset by the loss of $2.2 million in
revenues related to terminated management agreements.

     For the nine months ended  September  30, 1999  compared to the nine months
ended  September  30, 1998,  total costs of services as a percentage of revenues
increased  to 78.3% from  76.9%.  Employee  compensation  and  related  expenses
declined  as a  percentage  of  revenue  but  increased  in  total by 17% due to
increased  levels of compensation and new hires at the clinical level which were
related to volume.  Other  expenses as a percentage  of revenue  increased  from
14.2% to 16.2% and in total by 36%.  This was  principally  due to  increases in

                                       9

<PAGE>

consulting and information system expenses for the first three quarters of 1999,
as well as increases in bad debt  provisions and management  fees related to the
pharmaceutical  venture.  Direct  materials,  occupancy  costs and  depreciation
remained  relatively  constant as a  percentage  of revenues.  Direct  materials
increased 22% in total  primarily due to the cost of products sold at IntegraMed
Pharmaceutical  Services.  Occupancy  costs  increased 26% in total due to Shady
Grove's  relocation to a newly  constructed  facility.  The above cost increases
were partially offset by the elimination of approximately  $3.0 million of costs
related to the terminated management agreements.

     General and administrative expenses for the nine months ended September 30,
1999   declined   slightly  as  a  percentage  of  revenue  but  in  total  were
approximately  17% higher than for the nine months ended September 30, 1998. The
increase  was  largely due to  staffing,  consulting,  and other cost  increases
related to the  development,  implementation  and  maintenance  of the Company's
proprietary ARTWorks suite of fertility care information systems.

     The provision  for income taxes is primarily  related to state taxes as the
Company has utilized available net operating loss carryforwards to eliminate any
Federal tax provision. The provision for income taxes decreased 11% for the nine
months ended  September 30, 1999 compared to the nine months ended September 30,
1998  due to a change  in  effective  tax  rates  as a  result  of tax  planning
initiatives.

Liquidity and Capital Resources

     Historically,  the Company has financed its  operations  primarily  through
sales of equity  securities.  More recently,  the Company used bank resources to
finance  working  capital and  acquisitions.  The Company  anticipates  that its
acquisition strategy will continue to require substantial capital investment. In
order to effect future  acquisitions,  the Company may pursue a course of equity
or debt financing, or may choose to utilize its existing $9 million bank line of
credit. Capital is needed not only for additional acquisitions, but also for the
effective integration, operation and expansion of the Company's existing Network
Sites.

     As of September 30, 1999, the Company had working capital of  approximately
$6.7 million, compared to $7.7 million at December 31, 1998. The net decrease in
working  capital  was  primarily  due to fixed asset and  leasehold  improvement
purchases of  $2,005,000,  the  repurchase  of 170,600  shares of the  Company's
Common  Stock for an  aggregate  purchase  price of  $733,000  and the  $773,000
reduction in long-term  debt.  These outflows were  partially  offset by inflows
from patient and management fee receivables.

     In November  1999,  the Board of  Directors of the Company  authorized  the
repurchase of up to an additional $2,000,000 of the Company's Common Stock, from
time to time,  at fair market  value,  on the open  market or through  privately
negotiated transactions.

Year 2000 Issue

     The Company's  management has recognized the importance that its operations
and  relationships  with its vendors and other  third  parties 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 and assessed the Y2K 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

                                       10

<PAGE>

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
installed  as of November  1999.  The Company has 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. The Corporate  Office has been in communication
with these payors throughout the country to ensure that these payors will be Y2K
compliant   and  will  be  able  to  process  the  Medical   Practices'   claims
uninterrupted.  The  network  sites  will  continue  with  "follow-ups"  to this
corporate  initiated process where compliance is in question.  In addition,  the
Company deals with numerous financial institutions,  all of which 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
$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.

                                       11

<PAGE>

     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.

                                       12

<PAGE>



Part II -         OTHER INFORMATION

     Item 1.      Legal Proceedings.
                     None;  no  material  developments  in  previously  reported
                     matters.

     Item 2.      Changes in Securities.
                     None.

     Item 3.      Defaults Upon Senior Securities.
                     None.

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

     Item 5.      Other Information.

     Item 6.      Exhibits and Reports on Form 8-K.
                     (a)Exhibits
                            See Index to Exhibits on page 15.

                     (b)Reports on Form 8-K
                            None.



                                      13
<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 15, 1999               By: /s/John W. Hlywak, Jr.
                                             -----------------------------------
                                             John W. Hlywak, Jr.
                                             Sr. Vice President and
                                             Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)






                                       14

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number                               Exhibit
------                               -------

10.88(b)  --    Management  Agreement between IntegraMed  America,  Inc. and MPD
                Medical Associates, P.C. dated July 1, 1999.

10.105(c) --    Amendment No. 3 to the Management  Agreement between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                dated September 1, 1999.

10.113(b) --    Master Lease  Agreement  between Fleet Capital  Corporation  and
                IntegraMed America, Inc.

27        --    Financial Data Schedule





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