The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this report and with IntegraMed America Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007.

Forward Looking Statements

This Form 10-Q and discussions and/or announcements made by or on behalf of us, contain certain forward-looking statements regarding events and/or anticipated results within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the attainment of which involves various risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as, "may", "will", "expect", "believe", "estimate", "anticipate", "continue", or similar terms, variations of those terms or the negative of those terms. Our actual results may differ materially from those described in these forward-looking statements due to the following factors: our ability to acquire additional fertility Partner agreements or open additional vein clinics, our ability to raise additional debt and/or equity capital to finance future growth, the loss of significant Partner agreement(s), the profitability or lack thereof at fertility centers or vein clinics serviced by us, increases in overhead due to expansion, the exclusion of fertility services or vein care from insurance coverage, government laws and regulation regarding health care, changes in managed care contracting, and the timely development of and acceptance of new fertility or vein treatment technologies and techniques. We are under no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements whether as a result of new information, future events or otherwise.

Business Overview

IntegraMed America is a leading provider of specialty healthcare services in emerging, technology-focused segments. The company currently operates in two healthcare sectors, fertility care and vein treatment. The company supports its operations with an established and extensive infrastructure of clinical and business resources, with operations organized into three divisions.

The Fertility Centers Division is comprised of 11 contracted fertility centers, located in major markets across the United States. Each contracted center is composed of a multi-physician practice with multiple clinical locations covering their service area. These centers are typically the number one or two provider group in the markets served.

The strategy of the Fertility Centers Division is to support the long term growth of contracted centers by attracting and retaining new patients, expanding market share, enabling superior clinical and patient care, and increasing the operational efficiency of the fertility center.

In addition to its Shared Risk Refund program, our Consumer Services Division also coordinates treatment financing between fertility patients and a third-party financing company. In exchange for coordinating this financing, we receive a broker fee with the third-party financing company bearing the credit risk. These two offerings are designed to make the treatment process easier and more affordable for patients. The division maintains provider contracts with the Fertility Centers Division as well as a network of 22 independent fertility clinics under its Affiliate program. The division also offers fertility medications directly to patients through a competitively priced mail-order pharmacy.

The strategy of the Consumer Services Division is to increase the size of the Affiliate provider network, increase the number of Shared Risk Refund contracts sold to patients, maintain excellent pregnancy success rates for patients enrolled in the program, expand the offerings of the Shared Risk Refund program to additional patients who currently do not qualify for the current program, and build new products and services that can be sold directly to consumers of specialty health care services.

Our Vein Clinics Division was formed on August 8, 2007, with the purchase of Vein Clinics of America, Inc. ("VCA"). The Vein Clinics Division currently provides business and management services to a network of 30 clinics located in 11 states which specialize in the treatment of vein disease and disorders.

The strategy of the Vein Clinics Division is to provide technologically advanced care for vein disease to underserved populations across the U.S., increase the

volume, productivity and profits of existing vein clinics, open new vein clinics in markets currently being served by the company, open new vein clinics in markets currently not served by the company, and support anticipated growth with a solid business management infrastructure.

We also seek to support our operating divisions with Shared Services that can be leveraged across the operations. Included in the Shared Services infrastructure are information systems, finance and administration, human resources, legal services and investor relations.

Major Events Impacting Financial Condition and Results of Operations

2008

On July 9, 2008, we entered into a Business Services Agreement to provide limited business services to Arizona Reproductive Medicine Specialists in Phoenix, Arizona. Under the terms of this 25 year agreement, our service fees are initially comprised of a fixed percentage of the fertility practice's net revenue. We also have the exclusive option at any point during the life of the contract to expand our service offerings into a complete range of business, marketing and financial services at which time our fees will also include a fixed percentage of the fertility practice's earnings.

On June 23, 2008, we announced that we entered into a new Affiliate services contract with the University of North Carolina ("UNC") School of Medicine's Department of Obstetrics and Gynecology in Chapel Hill, North Carolina. As an Affiliate, UNC School of Medicine's Department of Obstetrics and Gynecology receives distribution rights to IntegraMed's consumer products and services. In addition, UNC School of Medicine's Department of Obstetrics and Gynecology has the right to receive other products and services uniquely designed to support the business needs of successful, high-growth fertility centers.

On June 5, 2008, we announced the opening of a new Vein Clinic location in Marietta, Georgia. This clinic is IntegraMed's fourth vein clinic in Georgia and this newly completed, state-of-the-art clinic, outfitted with the latest in laser and other vein treatment technologies is positioned to deliver the highest level of patient care available in the area.

On April 29, 2008, we announced the opening of a new Vein Clinic treatment center in Alexandria, Virginia. This addition to our Vein Clinics Division will provide focused vein care treatment solutions to the Washington, D.C. metropolitan area.

On April 24, 2008, we entered into a Business Services Agreement to supply a complete range of business, marketing and facility services to the Southeastern Fertility Centers, P.A., located near Charleston, South Carolina. Under the terms of this 25-year agreement, our service fees are comprised of reimbursed costs of services, a tiered percentage of revenues, and an additional fixed percentage of the practice's earnings. We also committed up to $0.6 million to fund any necessary capital needs of the practice.

On April 1, 2008, we entered into an Affiliate services contract with OU Physicians Reproductive Health in Oklahoma City, Oklahoma. As a result of this agreement, OU Physicians Reproductive Health provides another opportunity for our Consumer Services Division to distribute their product offerings in support of this successful fertility center.

2007

On August 29, 2007, we entered in to a Business Services Agreement to supply a complete range of business, marketing and facility services to the Center for Reproductive Medicine in Orlando, Florida. The Center for Reproductive Medicine is a fertility practice comprised of four physicians. Under the terms of this 25-year agreement, our service fees are comprised of reimbursed costs of services, a tiered percentage of revenues, and an additional fixed percentage of the Center for Reproductive Medicine's earnings. We also committed up to $1.0 million to fund any necessary capital needs of the practice.

On August 8, 2007, we acquired all of the outstanding stock of VCA for a total cost of approximately $29 million in cash and common stock. The results of VCA are included in our financial statements from the date of the acquisition.

Also on August 8, 2007 we entered into an amended loan agreement with Bank of America. The new term loan is in the amount of $25 million (the proceeds of which were applied to repay our original term loan and finance in part the VCA

transaction). Interest on the new term loan is at our option, at the prime rate or at LIBOR plus 2% to 2.75% depending upon the level of the ratio of consolidated debt to earnings before interest, taxes depreciation and amortization ("EBITDA"). The loan agreement also contains provisions for a revolving line of credit in the amount of $10 million. Interest on the revolver is at LIBOR plus 1.5% to 2.5% depending on the level of the ratio of consolidated debt to EBITDA. As of September 30, 2008, no amounts were drawn on the revolver.

Effective July 1, 2007, we expanded the Shady Grove Fertility Center Partner Service arrangement with the addition of the Fertility Center of the Greater Baltimore Medical Center ("Center") in Baltimore, Maryland where we will provide a full range of business, marketing and facility services. Under the terms of this agreement, we purchased the assets of the Center from Greater Baltimore Medical Center and have committed additional resources to support further growth and development of the Center. Under the terms of this agreement, we will be paid service fees comprised of reimbursed costs of services and a fixed percentage of revenues, plus an additional fixed amount of the Center's earnings.

On March 19, 2007, we declared a 25% stock split effected in the form of a stock dividend for all holders of record as of April 13, 2007. As a result of this dividend, 1,628,907 new shares of common stock were issued on the payment date of May 4, 2007. No fractional shares were issued as all fractional amounts were rounded up to the next whole share. All weighted average shares outstanding and earnings per share calculations in this filing have been restated to reflect this stock split.

Results of Operations

The following table shows the percentage of net revenue represented by various
expenses and other income items reflected in our statements of operations for
the three and nine month periods ended September 30, 2008 and 2007:


                                                    For the          For the
                                                  three-month       nine-month
                                                  period ended     period ended
                                                  September 30,    September 30,
                                                 --------------   --------------
                                                 2008   2007      2008    2007
                                                 ----   ----      ----    ----
                                                 (unaudited)      (unaudited)


Revenues, net

         Fertility Centers ...............      69.8%    77.0%    70.6%    84.2%
         Consumer Services ...............      10.4%    11.4%     9.6%    11.4%
         Vein Clinics ....................      19.8%    11.6%    19.8%     4.4%
                                               -----    -----    -----    -----
         Total Revenues ..................     100.0%   100.0%   100.0%   100.0%
                                               -----    -----    -----    -----

Cost of services, net
         Fertility Centers ...............      64.6%    70.3%    65.4%    77.1%
         Consumer Services ...............       7.6%     8.4%     7.0%     8.3%
         Vein Clinics ....................      18.1%    10.3%    18.5%     3.9%
                                                -----    -----    -----    -----
         Total Costs of services and sales      90.3%    89.0%    90.9%    89.4%
                                                -----    -----    -----    -----

Contribution
         Fertility Centers ...............       5.2%     6.7%     5.2%     7.1%
         Consumer Services ...............       2.7%     3.0%     2.6%     3.1%
         Vein Clinics ....................       1.7%     1.3%     1.3%     0.5%
                                                -----    -----    -----    -----
         Total contribution ..............       9.7%    11.0%     9.1%    10.6%
                                                -----    -----    -----    -----

General and administrative expenses ......       5.5%     7.1%     5.4%     7.5%
Interest income ..........................      -0.2%    -0.7%    -0.2%    -0.9%
Interest expense .........................       0.8%     0.8%     0.8%     0.6%
                                                -----    -----    -----    -----
         Total other expenses ............       6.0%     7.2%     6.0%     7.2%
                                                -----    -----    -----    -----

Income before income taxes ...............       3.6%     3.9%     3.1%     3.5%
Income tax (benefit) provision ...........       1.4%     1.5%     1.2%     1.2%
                                                -----    -----    -----    -----
Net Income ...............................       2.2%     2.4%     1.9%     2.2%
                                                =====    =====    =====    =====

Three and Nine Months Ended September 30, 2008 Compared to the Three and Nine Months Ended September 30, 2007

Revenues

For the three months ended September 30, 2008, total revenues of $52.3 million increased approximately $12.0 million, or 30%, from the same period in 2007. Although all divisions experienced increased revenue growth, approximately $5.7 million of this increase came from our Vein Clinics Division, which was acquired during the third quarter of 2007, and therefore does not include a full comparative period in the prior year.

The remaining increase in revenue is attributable to our Fertility Centers and Consumer Services Divisions. Our Fertility Centers revenue increased approximately $5.5 million, or 18%, as a result of organic growth within existing medical practices and the addition of two new practices, one in August 2007 and one in April 2008. Our Consumer Services segment experienced increased revenues of $0.8 million, or 18%, primarily driven by the continued growth of its Shared Risk Refund program.

For the nine months ended September 30, 2008, total revenues of $147.8 million increased approximately $41.1 million, or 38%, from the same period in 2007. Approximately $24.6 million of this increase was derived from our Vein Clinics Division, with the remaining increase attributable to our Fertility Centers and Consumer Services operations. Our Fertility Centers revenue increased approximately $14.5 million, or 16%, as a result of growth within existing medical practices and the previously mentioned two new practice agreements. Our Consumer Services segment experienced increased revenues of $2.0 million, or 17%, through the continued expansion of its Shared Risk Refund program.

A segment-by-segment discussion is presented below.

Fertility Centers Segment

In providing clinical care to patients, each of our fertility centers generates patient revenue which we do not report in our financial statements. Although we do not consolidate the physician fertility practice financials with our own, these financials do directly affect our revenues.

The components of our revenue from each of the fertility centers are:

o A Base Service fee calculated as a percentage of patient revenue as reported by the center (this percentage varies from 6% down to 3% depending on the level of patient revenues);

o Cost of Services equal to reimbursement for the expenses which we advanced to the center during the month (representing substantially all of the expenses incurred by the practice) and;

o Our Additional fees which represent our share of the net income of the center (which varies from 10% to 20% or a fixed amount depending on the underlying center).

In addition to these revenues generated from our Fertility Centers, we often receive miscellaneous other revenues related to providing services to medical practices. From the total of our revenues, we subtract the annual amortization of our Business Service Rights, which were amounts paid for the rights to provide Business Services to each of the centers.

During the third quarter of 2008, Fertility Center revenues increased by $5.5 million or 17.6% from the same period in 2007. Our two newest stand-alone fertility center contracts, one acquired in the third quarter of 2007, the other during the second quarter of 2008, were responsible for $2.4 million of the increase. The remaining growth among our more mature fertility centers totaled $3.1 million, and represents an increase of 10.0% over prior year levels due mainly to continued strong patient demand and good operational execution.

Fertility center revenue for the nine months ended September 30, 2008 versus the nine months ended September 30, 2007 increased approximately $14.4 million, or 16.1%. Approximately $6.0 million of this increase was derived from the two new stand-alone contracts with the remaining $8.5 million, representing an increase of 9.5%, generated based on organic revenue growth at our legacy centers.

The table below illustrates the components of the Fertility Centers revenue in relation to the physician practice patient billings for the third quarter and the first nine months of 2008 compared to the same periods in 2007:

                                                          For the                    For the
                                                     three-month period          nine-month period
                                                     ended September 30,        ended September 30,
                                                    --------------------        -------------------
                                                     2008          2007         2008          2007
                                                    ------        ------        ----         ------
                                                          (unaudited)            (unaudited)

                                                    Providers    Providers     Providers    Providers
               Physician Financials
(a) Patient revenue .............................   $  50,709    $  43,084    $ 142,973    $ 123,612
(b) Cost of services ............................      32,939       27,776       94,442       80,943
(c) Base service fee ............................       2,318        1,972        6,555        5,725
                                                    ---------    ---------    ---------    ---------
(d) Practice contribution (a-b-c) ...............      15,452       13,336       41,976       36,944
(e) Physician compensation ......................      13,914       12,026       37,813       33,175
(f) IntegraMed additional fee ...................       1,538        1,288        4,163        3,770

              IntegraMed Financials

(g) IntegraMed gross revenue (b+c+f) ............      36,795       31,036      105,160       90,438
(h) Amortization of business service rights .....        (324)        (325)        (972)      (1,018)
(i) Other revenue ...............................          34          335          114          446
                                                    ---------    ---------    ---------    ---------
(j) IntegraMed fertility services revenue (g+h+i)   $  36,505    $  31,046    $ 104,302    $  89,866
                                                    =========    =========    =========    =========

Consumer Services Segment

Revenues from our Shared Risk Refund program accounted for approximately 94% and 93% of our Consumer Services segment revenues during the third quarter and first nine months of 2008, respectively, up from 93% and 91% for the same periods in 2007, respectively. Patients enrolled in the Shared Risk Refund program generally pay us an upfront fee (deposit) in return for up to nine treatment cycles. The non-refundable portion of the fee is recognized as revenue at the completion of the first treatment. The remainder is recognized at the time of a positive treatment outcome (clinical pregnancy) or issued as a refund if all treatment options fail. The two main factors that impact Shared Risk Refund revenue (and contribution) are:

o The number of patients enrolled and receiving treatment; and
o Pregnancy success rates

On both a quarterly and year to date basis the Shared Risk Refund program continued to experience significant growth with patient enrollments up 24.3% and 8.3% respectively. Shared Risk Refund revenue of $5.1 million in the third quarter of 2008 was up $0.9 million, or 20% from the same period in the prior year. For the nine months ended September 30, 2008, Shared Risk Refund revenue increased $2.1 million, or 19%, from the same period in 2007. Average pregnancy success rates also improved to 45.6% from 38.7% for the nine months ended September 30, 2008 and 2007, respectively.

Our Affiliate program generated revenues of $307,000 during the third quarter of 2008, about even with the same period in the prior year. For the first nine months of 2008, Affiliate revenues totaled $894,000, down from $945,000 for the same period in the prior year. The majority of this drop in revenue is directly attributable to our two newest fertility practices, located in Orlando, Florida and Mount Pleasant, South Carolina, which transitioned from the Affiliate program into full fertility clinic contracts during the third quarter of 2007 and second quarter of 2008, respectively. With their conversion from Affiliate to fertility clinic, earnings from these practices are now reflected in the Fertility Centers segment of our business. As of September 30, 2008, our Affiliate network was comprised of 22 independent fertility clinics as compared to 20 clinics on September 30, 2007. We have an on-going program designed to attract independent unaffiliated fertility centers to join our Affiliate network, as well as on-going efforts to transition Affiliate clinics to the longer and more extensive full fertility center contracts.

Pharmaceutical revenue was $17,000 and $86,000 for the three and nine months ended September 30, 2008, respectively, compared to $30,000 and $135,000, respectively, during the same periods in the prior year. This segment of our Consumer Services offerings continues to experience decreasing margins due to pharmaceutical cost increases which are not able to be passed on to the consumer.

Vein Clinics Segment

Revenues for the three and nine months ended September 30, 2008 were $10.4 million and $29.3 million, respectively. This compares to revenues of $8.2 million and $24.8 million generated in the third quarter and first nine months of 2007, respectively, by VCA on a stand alone basis, prior to our acquisition of this business segment. Revenues in this segment are generated from billings to patients or their insurer for vein disease treatment services with this patient revenue stream consolidated directly into our financials.

Pro forma stand-alone comparative results for VCA for the three and nine months ended September 30, are presented below (000's):

                        For the three months       For the nine months
                         ended September 30,        ended September 30,
                        --------------------       --------------------
                         2008         2007          2008          2007
                        -------     --------       ------       -------

Revenue                $10,360       $8,235       $29,264       $24,791

Operating income          $892      ($1,381)       $1,927          $408

During the quarter ended September 30, 2007 a number of one-time items were recorded prior to our acquisition of VCA. These items included $961,000 in management bonuses, $427,000 of financing fees and debt prepayment penalties as well as various other asset and liability adjustments.

Contribution

Our 2008 third quarter contribution of $5.1 million increased $0.6 million, or 14% from the same period in 2007. Contribution increased from $11.4 million in the first nine months of 2007, to $13.5 million for the first nine months of 2008, or an increase of 18%. A segment-by-segment discussion is presented below.

Fertility Centers Segment

Fertility Center contribution of $2.7 million for the third quarter of 2008 and $7.6 million for the first nine months of 2008 grew 1% from prior year levels. Although this segment experienced revenue growth of 18% and 16% for the three and nine-month periods ended September 30, 2008, respectively, versus the same periods in the prior year, margin growth was tempered by additional division level infrastructure investments. These investments, which totaled $0.9 million during the first nine months in 2008, are designed to support continuing growth and new acquisitions within this segment. Excluding this additional infrastructure, contribution from operations grew $1.0 million, or 13%, for the nine months ended September 30, 2008, versus the year earlier period. Approximately $0.6 million of this contribution came from our previously mentioned two newest stand-alone fertility centers with the remaining centers generating contribution growth of $0.4 million.

Consumer Services Segment

Contribution from our Consumer Services segment grew by $218,000, or 18% in the third quarter of 2008, compared to the same period in the prior year. This growth was driven by our Shared Risk Refund program in which applications for enrollment in the third quarter of 2008 increased by 26.0% from the same period in the prior year and average pregnancy success rates rose by 4.7 percentage points versus the third quarter of 2007. On a nine month basis, contribution is up 19%, or $631,000, based upon the previously mentioned higher patient activity and success rates versus 2007. Current year to date average success rates of 45.6% represent the high end of the expected success range while the prior year success rates were at the lower end of the range.

During the third quarter of 2008 we also contracted with one new fertility center to be a participating provider in our Affiliate program which should translate into increased Shared Risk volume in the coming months.

Vein Clinics Segment

For the third quarter of 2008, contribution from our Vein Clinics Division was $892,000, or 8.6% of Vein Clinic revenues. Contribution of $528,000, or 11.3% of revenues in the third quarter of 2007 is not directly comparable as this business segment was acquired during the third quarter of 2007, and therefore does not include results for the full period. For the first nine months of 2008, Vein Clinic's contribution totaled $1.9 million or 6.6% of revenues. During the third quarter of 2008, we opened one additional Vein Clinic, bringing to five the total opened in 2008 and we are on track to open two additional clinics before the end of the current year. As with the Fertility Centers Division, most of the division level infrastructure for the Vein Clinics have already been absorbed into their cost structure and will enable us to accelerate new clinic openings in a controlled and predictable manner in future quarters.

We are also benefiting from efficiencies as we integrate VCA's administrative functions with our Corporate Shared Services group, and we continue to evaluate additional opportunities for consolidation and savings.

. . .