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

                                  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 March 31, 2002

                                       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 of      (I.R.S. employer identification no.)
    incorporation or organization)


       One Manhattanville Road                         10577
         Purchase, New York
----------------------------------------              --------
 (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 [  ]


         The aggregate number of shares of the Registrant's  Common Stock,  $.01
par value, outstanding on April 23, 2002 was 3,085,516.

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

<PAGE>


                            INTEGRAMED AMERICA, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS


                                                                            PAGE

PART I  -   FINANCIAL INFORMATION

    Item 1. Financial Statements

               Consolidated Balance Sheets at March 31, 2002 (unaudited)
                  and December 31, 2001...................................... 3

               Consolidated Statements of Income for the three-month periods
                  ended March 31, 2002 and 2001 (unaudited).................. 4

               Consolidated Statements of Cash Flows for the three-month
                  periods ended March 31, 2002 and 2001 (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




                                      -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)

                                     ASSETS
<CAPTION>
                                                                                  March 31   December 31,
                                                                                 ----------- -----------
                                                                                    2002         2001
                                                                                 ----------- -----------
                                                                                 (unaudited)

<S>                                                                               <C>         <C>
Current assets:
  Cash and cash equivalents ...................................................   $  9,278    $  8,505
  Due from Medical Practices, net .............................................      4,522       4,949
  Pharmaceutical sales accounts receivable ....................................      2,864       1,511
  Prepaids and other current assets ...........................................      1,743       1,961
                                                                                  --------    --------
      Total current assets ....................................................     18,407      16,926

  Fixed assets, net ...........................................................      5,391       5,263
  Intangible assets, net ......................................................     17,503      17,378
  Deferred taxes ..............................................................      4,652       4,791
  Other assets ................................................................        239         263
                                                                                  --------    --------
      Total assets ............................................................   $ 46,192    $ 44,621
                                                                                  ========    ========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable ............................................................   $  1,938    $  1,436
  Accrued liabilities .........................................................      4,976       5,228
  Current portion of long-term notes payable and other obligations ............      1,332       1,403
  Patient deposits ............................................................      5,938       4,651
                                                                                  --------    --------
      Total current liabilities ...............................................     14,184      12,718
                                                                                  --------    --------
Long-term notes payable and other obligations .................................      1,000       1,288
                                                                                  --------    --------
Shareholders' equity:
  Preferred Stock, $1.00 par value - 3,165,644 shares authorized in 2002 and
    2001, 2,500,000 undesignated; 665,644 shares designated as Series A
    Cumulative Convertible of which 165,644 shares were issued and outstanding
    in 2002 and 2001, respectively ............... ............................        166         166
  Common Stock, $.01 par value - 50,000,000 shares authorized in 2002 and 2001;
    and 3,080,516 and 3,057,877 shares issued in 2002 and 2001, respectively ..         31          31
  Capital in excess of par ....................................................     47,320      47,218
  Accumulated deficit .........................................................    (16,509)    (16,800)
                                                                                  --------    --------
      Total shareholders' equity ..............................................     31,008      30,615
                                                                                  --------    --------
      Total liabilities and shareholders' equity ..............................   $ 46,192    $ 44,621
                                                                                  ========    ========




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



                                      -3-
<PAGE>

<TABLE>


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


<CAPTION>
                                                                                                For the
                                                                                          three-month period
                                                                                            ended March 31,
                                                                                          ------------------
                                                                                            2002        2001
                                                                                          ------------------
                                                                                              (unaudited)

Revenues, net
<S>                                                                                       <C>           <C>
   Reproductive Science Center service fees (including
      termination payment of $360,000 in first quarter 2001) ...........................  $ 15,825      $ 13,009
   Pharmaceutical sales ................................................................     4,220         3,461
   Other revenues ......................................................................       231            21
                                                                                          --------      --------
      Total revenues ...................................................................    20,276        16,491
                                                                                          --------      --------
Cost of services and sales:
   Reproductive Science Center costs ...................................................    13,592        10,796
   Pharmaceutical costs ................................................................     4,058         3,323
   Other costs .........................................................................       121            25
                                                                                          --------      --------
      Total costs of services and sales ................................................    17,771        14,144
                                                                                          --------      --------
Contribution:
   Reproductive Science Center contribution ............................................     2,233         2,213
   Pharmaceutical contribution .........................................................       162           138
   Other contribution ..................................................................       110            (4)
                                                                                          --------      --------
     Total contribution ................................................................     2,505         2,347
                                                                                          --------      --------
General and administrative expenses ....................................................     1,803         1,689
Amortization of intangible assets ......................................................       225           216
Interest income ........................................................................       (38)          (54)
Interest expense .......................................................................        38            86
                                                                                          --------      --------
   Total other expenses ................................................................     2,028         1,937
                                                                                          --------      --------
Income before income taxes .............................................................       477           410
Income tax provision ...................................................................       186            51
                                                                                          --------      --------
Net income .............................................................................  $    291      $    359
Less: Dividends paid and/or accrued on Preferred Stock .................................       (33)          (33)
                                                                                          --------      --------
Net income applicable to Common Stock ..................................................  $    258      $    326
                                                                                          ========      ========
Basic and diluted earnings per share of Common Stock: ..................................  $   0.08      $   0.10
                                                                                          ========      ========
Weighted average shares - basic ........................................................     3,061         3,223
                                                                                          ========      ========
Weighted average shares - diluted ......................................................     3,245         3,231
                                                                                          ========      ========


        See accompanying notes to the consolidated financial statements.

</TABLE>


                                      -4-
<PAGE>


<TABLE>


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

<CAPTION>
                                                                                               For the
                                                                                         three-month period
                                                                                           ended March 31,
                                                                                         -------------------
                                                                                           2002        2001
                                                                                         -------------------
                                                                                             (unaudited)
<S>                                                                                      <C>         <C>
Cash flows from operating activities:
   Net income ........................................................................   $   291     $   359
   Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization ...................................................       635         596
   Change in assets and liabilities--
     Decrease (increase) in assets:
        Due from Medical Practices ...................................................       427        (297)
        Pharmaceutical sales accounts receivable .....................................    (1,353)       (420)
        Business Services fees receivable ............................................        --         237
        Prepaids and other current assets ............................................       218         114
        Other assets .................................................................       163          --
     Increase (decrease) in liabilities:
         Accounts payable ............................................................       502          34
         Accrued liabilities .........................................................      (117)       (813)
         Patient deposits ............................................................     1,287       1,470
                                                                                         -------     -------
Net cash provided by operating activities ............................................     2,053       1,280
                                                                                         -------     -------

Cash flows used in investing activities:
     Payment for exclusive Business Service rights ...................................      (350)       (203)
     Purchase of fixed assets and leasehold improvements .............................      (538)       (777)
                                                                                         -------     -------
Net cash used in investing activities ................................................      (888)       (980)
                                                                                         -------     -------

Cash flows used in financing activities:
     Principal repayments on debt ....................................................      (324)       (250)
     Principal repayments under capital lease obligations ............................       (35)        (32)
     Repurchase of Common Stock ......................................................        --      (2,029)
     Proceeds from exercise of Common Stock Warrants .................................        --           3
     Dividends paid on Convertible Preferred Stock ...................................       (33)        (33)
                                                                                         -------     -------
Net cash used in financing activities ................................................      (392)     (2,341)
                                                                                         -------     -------

Net increase (decrease) in cash ......................................................   $   773     $(2,041)
Cash at beginning of period ..........................................................     8,505       5,306
                                                                                         -------     -------
Cash at end of period ................................................................   $ 9,278     $ 3,265
                                                                                         =======     =======

</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 March 31, 2002,  and the results of operations
and cash flows for the  interim  period  presented.  Operating  results  for the
interim  period are not  necessarily  indicative of results that may be expected
for the year ending December 31, 2002. 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, 2001.

NOTE 2 -- EARNINGS PER SHARE:

         The  reconciliation of the numerators and denominators of the basic and
diluted EPS from continuing operations  computations for the three-month periods
ended March 31, 2002 and 2001 is as follows (000's omitted, except for per share
amounts):

                                                      For the
                                                three-month period
                                                 ended March 31,
                                                ------------------
                                                  2002       2001
                                                -------   --------
Numerator
Net Income ..................................... $  291    $  359
Less: Preferred stock dividends ................     33        33
                                                 ------    ------
Income applicable to Common Stock .............. $  258    $  326
                                                 ======    ======

Denominator
Weighted average shares outstanding ............  3,061     3,223
Effect of dilutive options and warrants ........    184         8
                                                 ------    ------
Weighted average shares and dilutive potential
Common shares ..................................  3,245     3,231
                                                 ======    ======
Basic and diluted EPS .......................... $ 0.08    $ 0.10
                                                 ======    ======

         For the  three-month  period  ended March 31,  2002,  the effect of the
assumed exercise of options to purchase  approximately  235,000 shares of Common
Stock at exercise  prices  ranging from $5.38 to $5.98 per share and warrants to
purchase  approximately 25,000 shares of Common Stock at exercise prices ranging
from $5.13 to $7.24 per share were  excluded in computing  the diluted per share
amount because the exercise prices of the options and warrants were greater than
the average market price of the shares of Common Stock,  therefore causing these
options and warrants to be antidilutive.  For the three-month period ended March
31,  2001,   the  effect  of  the  assumed   exercise  of  options  to  purchase
approximately  489,000  shares of common stock at exercises  prices ranging from
$3.00 to $5.00 per share and warrants to purchase  approximately  103,000 shares
of common  stock at exercise  prices  ranging  from $4.12 to 8.54 per share were
excluded in computing the diluted per share amount  because the exercise  prices
of the options and warrants  were  greater than the average  market price of the
shares of common  stock,  therefore  causing  these  options and  warrants to be
antidilutive.



                                      -6-
<PAGE>


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

         For  the   three-month   periods   ended   March  31,  2002  and  2001,
approximately 136,000 and 133,000 shares, respectively, of Common Stock from the
assumed conversion of Preferred Stock were excluded in computing the diluted per
share amount as they were antidilutive.

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 Reproductive Science Centers and its
pharmaceutical  distribution  operations  as separate  reporting  segments.  The
Business   Services   segment  includes   revenues  and  costs   categorized  as
Reproductive  Science Center  Service Fees and Other Revenue,  as follows (000's
omitted):
<TABLE>

<CAPTION>

                                                                                  Business       Pharmaceutical
                                                               Corporate          Services        Distribution     Consolidated
                                                               ---------          --------        -------------    ------------
<S>                                                             <C>               <C>                <C>               <C>
For the three months ended March 31, 2002
     Revenues ..............................................    $  --             $ 16,056           $ 4,220           $20,276
     Cost of services ......................................       --               13,713             4,058            17,771
                                                                -------           --------           -------           -------
     Contribution ..........................................       --                2,343               162             2,505
                                                                -------           --------           -------           -------
     General and administrative costs ......................      1,803               --                --               1,803
     Amortization of intangibles ...........................          1                224              --                 225
     Interest, net .........................................         (1)                 3                (2)             --
                                                                -------           --------           -------           -------
     Income before income taxes ............................    $(1,803)          $  2,116           $   164           $   477
                                                                =======           ========           =======           =======
     Depreciation expense included above ...................    $    68           $    342           $  --             $   410
     Capital expenditures ..................................    $    95           $    443           $  --             $   538
     Total assets ..........................................    $ 5,557           $ 37,859           $ 2,776           $46,192

For the three months ended March 31, 2001
     Revenues ..............................................    $  --             $ 13,030           $ 3,461           $16,491
     Cost of services ......................................       --               10,821             3,323            14,144
                                                                -------           --------           -------           -------
     Contribution ..........................................       --                2,209               138             2,347
     General and administrative costs ......................      1,689               --                --               1,689
     Amortization of intangibles ...........................          1                213                 2               216
     Interest, net .........................................         44                (11)               (1)               32
                                                                -------           --------           -------           -------
     Income (loss) before income taxes .....................    $(1,734)          $  2,007           $   137           $   410
                                                                =======           ========           =======           =======
     Depreciation expense included above ...................    $   106           $    274           $  --             $   380
     Capital expenditures ..................................    $    57           $    720           $  --             $   777
     Total assets at December 31, 2000 .....................    $  (868)          $ 39,376           $ 1,708           $40,216

</TABLE>

NOTE 4 -- SUBSEQUENT EVENT:

         Subsequent to March 31, 2002, the Company signed an agreement to supply
a complete  range of business,  marketing and facility  services to the Margate,
Florida-based  Northwest Center for Infertility and  Reproductive  Endocrinology
("NCIRE").  Under the terms of the 15-year agreement, the Company's service fees
will be comprised of  reimbursed  costs of services  and a fixed  percentage  of
revenues, plus an additional fixed percentage of NCIRE earnings. The Company has
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 NCIRE and its patients.



                                      -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 thereto included in this
quarterly  report and with the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.

         IntegraMed  America,  Inc. (the "Company") offers products and services
to patients, providers, payors and pharmaceutical manufacturers in the fertility
industry.  The IntegraMed  Network is comprised of fourteen fertility centers in
major  markets  across  the  United  States,   a   pharmaceutical   distribution
subsidiary,  a financing  subsidiary,  the Council of Physicians and Scientists,
and a leading  fertility  portal  (www.integramed.com).  Nine of these fertility
centers  have  access  to the  Company's  FertilityDirect  Program.  Five of the
fertility  centers are designated as  "Reproductive  Science  Centers(R)" and as
such, have access to the Company's  FertilityDirect Program in addition to being
provided with a full range of services including:  (i) administrative  services,
including  accounting and finance,  human resource functions,  and purchasing of
supplies and equipment;  (ii) access to capital; (iii) marketing and sales; (iv)
integrated  information systems; and (v) assistance in identifying best clinical
practices (collectively, "Business Services").

         The Company's strategy is to align information,  technology and finance
for the benefit of  fertility  patients,  providers,  payors and  pharmaceutical
manufacturers.  The primary  elements of the  Company's  strategy  include:  (i)
selling  additional  FertilityDirect  contracts to leading  fertility centers in
major markets; (ii) selling Shared Risk Refund Treatment Packages to patients of
contracted fertility centers and managing the risk associated with the programs;
(iii) selling additional Reproductive Science Center Business Service contracts;
(iv) increasing revenues at Reproductive  Science Centers;  (v) increasing sales
of  pharmaceutical  products and  services;  (vi)  expanding  clinical  research
opportunities;  and (vii) establishing Internet-based access to patient-specific
information on treatment process and outcomes.

         In December 2000, the Company's agreement with the medical center based
Reproductive  Science Center was terminated  early.  The Company  received $1.44
million in liquidated  damages pursuant to an early termination  agreement.  The
amount  received was recorded as deferred  revenue at December 31, 2000,  as the
Company  has  certain   transition   obligations   through  December  2001,  and
accordingly  was  amortized  ratably into income in 2001;  $360,000 in the first
quarter of 2001. The cost of the transition obligations incurred was minor.

         During 2001 the Company  negotiated  revised fee structures on all five
of its major Reproductive Science Center Business Services Contracts. On four of
these contracts in which Service Fees are comprised of (a) a fixed percentage of
revenue,  (b) a fixed percentage of medical practice earnings and (c) reimbursed
cost of services,  the Company negotiated lower fixed percentages on the revenue
and medical practice earnings  components.  These lower fees are to be phased in
over an estimated  five-year period.  The Company believes that this revised fee
structure will be more than offset by growth in the underlying Medical Practice,
and will in turn result in growth in the Company's  aggregate  revenues.  On the
remaining  Reproductive  Science Center contract,  the Company negotiated higher
Service Fees, which are assessed at a fixed amount each month independent of the
Medical Practice's  underlying revenue or earnings.  In addition, as the Company
implements its change in strategy to become more of a marketing-oriented  rather
than a service-based  company,  costs of implementation may be incurred prior to
achieving  related revenues.  As a result of these issues,  future income levels
may be based on income streams not necessarily  reflective of those  experienced
during 2001 or the first quarter of 2002.








                                      -8-
<PAGE>

Results of Operations

     The following table shows the percentage of revenues represented by various
expense and other income items reflected in the Company's Consolidated Statement
of Operations.
                                                     For the
                                                three-month period
                                                  ended March 31,
                                                ------------------
                                                2002          2001
                                                ----          ----
                                                   (unaudited)

 Revenues, net
   Reproductive Science Center Fees .......      78.1%     78.9%
   Pharmaceutical Sales ...................      20.8%     21.0%
   Other Revenues .........................       1.1%      0.1%
                                                -----     -----
   Total Revenues .........................     100.0%    100.0%

 Costs of services incurred:

   Reproductive Science Center costs ......      67.0%     65.4%
   Pharmaceutical costs ...................      20.0%     20.2%
   Other costs ............................       0.6%      0.2%
                                                -----     -----
   Total Costs of services and sales ......      87.6%     85.8%

 Contribution
   Reproductive Science Center contribution      11.1%     13.5%
   Pharmaceutical contribution ............       0.8%      0.8%
   Other contribution .....................       0.5%     (0.1)%
                                                -----     -----
   Total contribution .....................      12.4%     14.2%

 General and administrative expenses ......       8.9%     10.2%
 Amortization of intangible assets ........       1.1%      1.3%
 Interest income ..........................      (0.2%)    (0.3%)
 Interest expense .........................       0.2%      0.5%
                                                -----     -----
   Total other expenses ...................      10.0%     11.7%
                                                -----     -----
Income before income taxes ................       2.4%      2.5%
Provision for income taxes ................       1.0%      0.3%
                                                -----     -----
Net income ................................       1.4%      2.2%
                                                =====     =====

 Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

         Revenues,   net  for  the  three  months  ended  March  31,  2002  were
approximately  $20.3 million as compared to approximately  $16.5 million for the
same  period  in  2001,  an  increase  of  23.0%.  Revenues  for  the  Company's
Reproductive  Science Centers  increased $2.8 million,  or 21.6%, from the first
quarter of 2001 to the first  quarter of 2002.  This  increase is  attributed to
increased  patient volume at the various  network sites,  facilitated in part by
the  establishment  of additional  clinical  locations at the  Company's  Boston
location  during  the  fourth  quarter  of  2001.  Revenues  for  the  Company's
pharmaceutical  division increased $759,000, or 21.9%, from the first quarter of
2001  to  the  first  quarter  of  2002.  This  increase  is  due  to  increased
participation within the Company's  Reproductive Science Centers. Other revenues
increased  from $21,000 to $231,000  from the first quarter of 2001 to the first
quarter of 2002,  as a result of the rising  revenue  stream from the  Company's
FertilityDirect program.

         Total costs of services as a percentage  of revenues  increased by 1.8%
to 87.6%  during the first  quarter of 2002 as  compared  to 85.8% for the first
quarter of 2001.  Costs of services as a percentage of revenue for the Company's
Reproductive  Science Center division  increased from 65.4% in the first quarter
of 2001 to 67.0% during the first  quarter of 2002.  This increase is attributed


                                      -9-
<PAGE>

to program expansion at several network sites. Costs of services as a percentage
of revenue for the Company's pharmaceutical division remained stable, decreasing
0.2% from 20.2% in the first  quarter  of 2001 to 20.0% in the first  quarter of
2002. Other costs of services as a percentage of revenue  increased from 0.2% in
the first  quarter of 2001 to 0.6% during the first quarter of 2002, an increase
of 0.4%.  This is  reflective  of the  growth of the  Company's  FertilityDirect
program.

         Total  Contribution for the first three months ended March 31, 2002 was
$2.5  million as compared  to $2.3  million  for the first  quarter of 2001,  an
increase of 6.7%.

         General and administrative  expenses for the first quarter of 2002 were
approximately  $1.8  million as compared to  approximately  $1.7  million in the
first  quarter of 2001,  an increase of 6.7%.  The  increase  was largely due to
increases  in  staffing  and  compensation  attributable  to  implementation  of
initiatives  related to the  Company's  development  of a marketing  orientation
strategy.  As a percentage  of  revenues,  general and  administrative  expenses
decreased to approximately  8.9% in the first quarter of 2002 from approximately
10.2% in the first quarter of 2001.

         Amortization of intangible  assets was $225,000 in the first quarter of
2002 as compared to $216,000 in the first  quarter of 2001, an increase of 4.2%.
This increase was  attributable to the payment of additional  performance  based
business service fees.

         Interest income for the first quarter of 2002 decreased to $38,000 from
$54,000  for the first  quarter of 2001 due to lower  interest  rates  earned on
invested cash balances. Interest expense for the first quarter of 2002 decreased
to $38,000 from $86,000 in the first  quarter of 2001 due to scheduled  payments
of debt on the Company's line of credit.

         During the fourth quarter of 2001, the Company reduced its deferred tax
asset  valuation  allowance  as the  Company had  achieved a sustained  level of
profitability  over  an  appropriate  period  and due to the  likelihood  of the
realization of these tax assets.  As such, the Company's  effective tax rate for
the first quarter of 2001 was approximately  12.4% and was comprised mainly of a
provision for state income  taxes.  The effective tax rate for the first quarter
of 2002 was approximately 39% and included an approximate 9% provision for state
income  taxes and an  approximate  30%  provision  for the  amortization  of the
deferred federal tax asset.

         Net income was  $291,000  in the first  quarter of 2002 as  compared to
$359,000  in the first  quarter of 2001,  a  decrease  of 18.9%.  This  decrease
resulted from the factors  discussed  above,  including the  amortization of the
deferred federal tax asset.

Liquidity and Capital Resources

         Historically, the Company has financed its operations primarily through
sales of equity securities,  issuance of notes and internally generated sources.
In addition,  the Company has also  commenced  using bank  financing for working
capital and business development purposes. As of March 31, 2002, the Company had
working capital of approximately $4.2 million, unchanged from December 31, 2001.

         In September  2001, the Company  amended its existing  credit  facility
with Fleet Bank,  N.A.  The  amended  facility is  comprised  of a $7.0  million
three-year working capital revolver, and a continuance of the Company's existing
$4.0 million 5.5 year term loan, of which  approximately  $2.8 million  remained
outstanding with a remaining term of  approximately  2.5 years as of the date of
the amendment. Availability of borrowings under the working capital revolver are
based on eligible  accounts  receivable as defined and as of March 31, 2002, the
full amount of the $7.0 million was  available.  As of March 31, 2002,  the term
loan balance was $1.0 million.  The Fleet credit facility is  collateralized  by
all of the Company's assets.



                                      -10-
<PAGE>

         The following  summarizes  the Company's  contractual  obligations  and
other commercial  commitments at March 31, 2002, and the effect such obligations
are expected to have on its liquidity and cash flows in future periods.

Significant Accounting Contractual Obligations and Other Commercial Commitments:
<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>                      <C>
Long-term debt................      $  2,332,000        $1,332,000        $1,000,000           $         --             $ --
Capital lease obligations.....           194,000           156,000            38,000                     --               --
Operating leases..............        14,490,000         3,208,000         8,517,000              2,765,000               --

Total contractual and case
    obligations...............      $ 17,016,000        $4,696,000        $9,555,000             $2,765,000             $ --
</TABLE>

<TABLE>
<CAPTION>
                                                                Amount of Commitment Expiration Per Period

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

<S>                                 <C>                 <C>                <C>                   <C>                    <C>
Lines of credit...............      $  7,000,000        $       --         $7,000,000            $       --             $ --
Total commercial
    commitments...............      $  7,000,000        $       --         $7,000,000            $       --             $ --

</TABLE>

         The  Company  also  has  commitments  to  provide  accounts  receivable
financing to the  Reproductive  Science  Centers in accordance with its Business
Services agreements.  The Company's financing of the Medical Practice's Accounts
Receivable  occurs monthly on the 15th of the month following  generation of the
receivable.   The  priority  of  repayment  by  the  Medical   Practice  is  the
reimbursement  of expenses  incurred by the Company on their  behalf,  the fixed
portion of the Business  Services  fee and finally the  variable  portion of the
Business  Services  fee.  The  Company  is  responsible  for the  collection  of
receivables, which are financed with full recourse. The Company has 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,  the Company could draw on its existing working capital
line of credit.  The Company does not as a general  course make  advances to the
Medical  Practices  other  than for the  payment  of  expenses  on behalf of the
Medical  Practice for which the Company is  reimbursed  in the  short-term.  The
Company has no other funding commitments to the Medical Practices.

         From time to time, the Company also reviews various options  concerning
the possibility of raising  additional  long-term  financing through the sale of
equity or debt securities in order to fund acquisitions or construct  additional
medical practice facilities.  These reviews are conducted as part of the ongoing
management  of the  Company  and  are  not  necessarily  tied  to  any  specific
acquisition or construction plans.

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


                                      -11-
<PAGE>

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  business  service  agreements,  including  the Company's
ability to raise additional debt and/or equity capital to finance future growth,
the loss of significant business service agreement(s), the profitability or lack
thereof at Reproductive  Science Centers  serviced by the Company,  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.

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.
                     None.

     Item 6.      Exhibits and Reports on Form 8-K.
                     See Index to Exhibits on Page 15.



                                      -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:    May 15, 2002           By:  /s/ John W. Hlywak, Jr
                                         ------------------
                                         John W. Hlywak, Jr.
                                         Senior Vice President and
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)



                                      -14-
<PAGE>



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

10.118   --    Service Agreement between IntegraMed America,  Inc. and Northwest
               Center for Infertility and Reproductive Endocrinology dated April
               26, 2002.

99.8     --  Registrant's Press Release dated January 29,2002 (1)
99.9     --  Registrant's Press Release dated February 14, 2002 (2)
99.10    --  Registrant's Press Release dated February 21, 2002 (3)
99.11    --  Registrant's Press Release dated March 25, 2002 (4)
99.12    --  Registrant's Press Release dated May 2, 2002 (5)
99.13    --  Registrant's Press Release dated May 9, 2002 (6)


(1)     Filed as exhibit with identical exhibit number to Registrant's Report on
        From 8-K dated January 29, 2002


(2)     Filed as exhibit with identical exhibit number to Registrant's Report on
        Form 8-K dated February 14, 2002

(3)     Filed as exhibit with identical exhibit number to Registrant's Report on
        Form 8-K dated February 21, 2002

(4)     Filed as exhibit with identical exhibit number to Registrant's Report on
        Form 8-K dated March 25, 2002.

(5)     Filed as exhibit with identical exhibit number to Registrant's Report on
        Form 8-K dated May 3, 2002.

(6)     Filed as exhibit with identical exhibit number to Registrant's Report on
        Form 8-K dated May 10, 2002.




                                      -15-