================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                    FORM 10-K

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2006
                                       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
   incorporation or organization)           (I.R.S. Employer Identification No.)

       Two Manhattanville Road
          Purchase, New York                                10577
  (Address of principal executive offices)               (Zip Code)

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


           Securities registered pursuant to Section 12(b) of the Act:
       Title of each class                 Name of exchange on which registered
       -------------------                 ------------------------------------
  Common Stock, $.01 par value                       NASDAQ Global Market

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes _____ No __X__

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes _____No __X__

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No ___

     Indicate by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K (17 CFR 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large Accelerated Filer __ Accelerated Filer __ Non-Accelerated Filer _X_.

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.
Yes ___  No __X__


     Aggregate market value of voting stock (Common Stock, $.01 par value) held
by non-affiliates of the Registrant was approximately $64.3 million on June 30,
2006 based on the closing sales price of the Common Stock on such date.

     The aggregate number of shares of the Registrant's Common Stock, $.01 par
value, outstanding was approximately 6,513,634 on March 9, 2007.

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



                       DOCUMENTS INCORPORATED BY REFERENCE

     See Part III hereof with respect to incorporation by reference from the
     Registrant's definitive proxy statement for the fiscal year ended December
     31, 2006 to be filed pursuant to Regulation 14A under the Securities
     Exchange Act of 1934 and the Exhibit Index hereto.


                                     PART I

ITEM 1.  Business

Overview

     IntegraMed America offers products and services to patients and providers
in the fertility industry. We have developed a network comprised of twenty-nine
contracted fertility centers as of December 31, 2006 in major markets across the
United States, products and services designed to support fertility center
growth, products and services in the pharmaceutical and patient financing areas,
including the IntegraMed Shared Risk(R) Refund program, the Council of
Physicians and Scientists, ARTIC, our captive insurance company and a leading
fertility portal (www.integramed.com), all of which are more fully described
below. Twenty-one fertility centers purchase discrete service packages provided
by us under our Affiliate program and eight fertility centers have access to our
entire portfolio of products and services under our comprehensive Partner
program. All twenty-nine centers have access to our consumer services,
principally pharmaceutical products, our Shared Risk Refund product and other
patient financing products. We were incorporated in Delaware on June 4, 1985.

     We maintain a website at www.integramed.com to provide information to the
general public and our shareholders on our products, resources and services,
along with general information on IntegraMed and its management, financial
results and press releases. Copies of our most recent Annual Report on Form
10-K, our Quarterly Reports on Form 10-Q or our other reports filed with the
Securities and Exchange Commission, or SEC, can be obtained, free of charge as
soon as reasonably practicable after such material is electronically filed with,
or furnished to the SEC, from our Investor Relations Department by calling
914-253-8000, through an e-mail request from our Investor Information web page
at www.integramed.com, through the SEC's website by clicking the direct link
from our website at www.integramed.com or directly from the SEC's website at
www.sec.gov. Our website and the information contained therein or connected
thereto are not intended to be incorporated into this Annual Report on Form
10-K.

Our Industry -- Reproductive Medicine

     Reproductive medicine encompasses the medical discipline that focuses on
male and female reproductive systems and processes. There are many reasons why
couples have difficulty conceiving, and accurate identification of a specific
cause of infertility can be time consuming, expensive and requires access to
specialized diagnostic and treatment services. Reproductive endocrinologists are
specialized physicians who perform these more sophisticated medical and surgical
fertility diagnoses and treatments. Reproductive endocrinologists generally have
completed a minimum of four years of residency training in obstetrics and
gynecology and have at least two years of additional training in an approved
subspecialty fellowship program.

     Conventional fertility services include diagnostic tests performed on both
the female and male. Depending on the results of the diagnostic tests performed,
treatment options may include, among others, fertility drug therapy, artificial
insemination and fertility surgeries to correct anatomical problems. Procedures
that require gametes (sperm and eggs) to be handled in vitro (outside the body)
are classified as assisted reproductive technology, or ART, services. Current
types of ART services include in vitro fertilization, or IVF, frozen embryo
transfers, donor egg programs as well as other more specialized treatments. IVF
represents the most frequently employed form of ART with current techniques used
in connection with IVF services including intracytoplasmic sperm injection, or
ICSI, assisted hatching, cryopreservation of embryos, pre-implantation genetic
diagnosis (PGD), and blastocyst culture and transfer.

     According to a 2005 report, which is the latest data available, there are
currently approximately 42,600 obstetricians/gynecologists in the United States
of which approximately 1,500 specialize in providing fertility services, with
about 950 certified as reproductive endocrinologists. There are approximately
425 centers in the United States that provide ART services, a number which has
grown by about 60 percent from just ten years ago. These centers are
predominantly staffed by reproductive endocrinologists. Approximately one-third
of the ART centers are hospital-based and two-thirds are physician-office based.
As ART has become more sophisticated, more predictable and less experimental,
there has been a clear shift of services out of hospitals and into free standing
fertility centers operated by reproductive endocrinologists. Compared to other
medical niches, the fertility services industry is concentrated among relatively
few providers and few manufacturers of medications and devices.

                                       2

     According to the CDC, 10% of women of reproductive age, or more than 6
million women, have had an infertility-related medical appointment within the
previous year. According to publications from the Harvard Business School Press,
the annual expenditures relating to fertility services are approximately $3
billion. We believe that multiple factors over the past several decades have
affected couples' fertility levels. A demographic shift in the United States
toward the deferral of marriage and first birth has increased the age at which
women are first having children. This, in turn, increases the incidence of
infertility, making conception more difficult, thereby increasing the demand for
ART services. Fortunately, technological advances in the treatment of
infertility, especially IVF, have enhanced treatment outcomes and the prognoses
for many couples.

     Currently, many health plan sponsors provide some level of coverage for the
diagnosis and treatment of infertility. Because patients seeking fertility
treatment often have other gynecological symptoms, health plans may cover
diagnostic expenses even when infertility treatment itself is not a covered
benefit. Fifteen states have enacted legislation requiring health insurers to
cover varying degrees for fertility services, including ART services. In
addition to various initiatives to broaden coverage, several legislative
initiatives are emerging as a driving force behind making fertility services
more readily available.

     ART services are the most rapidly growing segment of the fertility market.
According to the Society of Assisted Reproductive Technology, or SART,
approximately 10,000 ART procedures were performed in 1987, growing to
approximately 122,700 ART procedures in 2005, the most recent year for which
national data is currently available. While market growth has slowed, we believe
growth will continue in the future for the following reasons: (i) the quality of
ART treatments is improving, increasing the success of treatment; (ii)
improvements in embryo culture media and implantation rates are leading to the
capability of reducing high order multiple pregnancies - one of the greatest
risk factors of ART services; (iii) with improving pregnancy rates, the cost of
treatment is decreasing thereby making high technology services more affordable;
(iv) new ART services that improve embryo quality and the likelihood of
pregnancy, continue to emerge fueling an expansion of the industry; (v) the
improving relationship between cost and quality is causing physicians to
substitute more effective ART treatments for less effective conventional
fertility services; (vi) public policy initiatives including legislative
mandates for insurance coverage and the definition of reproduction as a major
life activity covered by the ADA are producing a more favorable reimbursement
climate; and (vii) demand for ART services is increasing through greater public
awareness and acceptance of ART services. While the overall market growth has
slowed, IntegraMed fertility centers have experienced faster growth due to
economies of scale and the ability to leverage the network's infrastructure.

     Numerous market conditions produce business opportunities for us,
including: (i) the high level of specialized skills and technology required for
comprehensive patient treatment; (ii) the capital-intensive nature of acquiring
and maintaining state-of-the-art medical equipment, laboratory and clinical
facilities; (iii) the need to develop and maintain specialized management
information systems to meet the increasing demands of technological advances,
patient monitoring and third-party payers; (iv) the need for seven-days-a-week
service to respond to patient needs and to optimize the outcomes of patient
treatments; (v) the high cost of treatment with inadequate insurance benefits in
most markets; (vi) increasing competition among medical providers specializing
in fertility treatment and (vii) the high cost of pharmaceutical products
requiring patient education and support.

Our Business Strategy

     We view the market for fertility services as comprised of both a provider
segment and a consumer segment. Our business strategy is to develop a national
network of high quality fertility centers that access our business services and
serve as a distribution channel for our consumer products. Our provider network
is the largest managed network of fertility centers in the United States,
currently accounting for approximately 22% of total US ART procedures by volume.
The primary elements of our strategy to address the provider segment include:
(i) expanding our network of Affiliated fertility centers into new major
markets; (ii) increasing the number and value of service packages purchased by
Affiliates in our network; (iii) entering into additional Partner contracts with
Affiliated and non-Affiliated fertility centers; and (iv) increasing revenues
and profits at contracted Partner centers. The primary elements to address the
consumer segment include (i) increasing penetration of our Shared Risk Refund
treatment program and other patient financing programs throughout the provider
network, and (ii) increasing sales of pharmaceutical products to fertility
patients.

Provider Services

     (i) Expand our Network of Affiliated Fertility Centers

     Our strategic plan calls for us to expand our provider network to establish
a presence in other major markets across the country. We primarily focus our
network development activities on major metropolitan markets with populations in
excess of 500,000. Because of the relatively low percentage of the population
that seeks fertility treatment, a large population base is required to support a
sophisticated fertility center. Our high quality fertility centers are capable

                                       3

of drawing consumers from a large geographic catchment area. Expanding our
provider network to the 100 largest metropolitan markets in the United States
will allow us to cover a large percentage of the national population, since
approximately 80% of fertility services performed in the U.S. occur in these top
100 markets.

     The entry point for fertility centers participating in our provider network
is as an Affiliate center. Included in this level of participation are access to
our (i) Shared Risk(R) Refund program (as described below), (ii) pharmaceutical
products, (iii) patient financing and (iv) marketing support activities. While a
primary value proposition for the Affiliate offerings is to help practices
improve their ability to attract and retain patients, the offerings can also be
used to improve operational efficiency and support the provision of superior
care. We provide access to these programs on an exclusive basis in each defined
market area to the Affiliated clinic.

     (ii) Increase the Number and Value of Service Packages sold to
Participating Affiliate Centers

     Once an Affiliate practice has demonstrated a commitment to leveraging our
offerings to increase practice profitability, we can offer a wider portfolio of
service packages which can improve performance even more and require more up
front implementation effort. These service offerings include:

     ARTworks(R) Clinical Information System - a proprietary electronic medical
record (EMR) system focused exclusively on the unique requirements of providing
clinical care to patients seeking fertility treatment. We maintain this
application at our data center in New York, with contracted fertility centers
gaining access via a dedicated communications link. This structure allows our
customers to minimize their investment in information systems and relieves them
of software maintenance obligations. The application is also interfaced with
commonly used laboratory equipment and our practice management information
systems.

     ARTworks Financial Practice Management Information System - an information
system that enables contracted fertility centers to have a sophisticated
scheduling, billing and accounts receivable system. This system is also hosted
out of our data center, which permits contracted fertility centers to gain
access to a powerful practice management system at a fraction of the cost of a
traditional installation. This system has been customized to the unique
requirements of fertility centers and has helped contracted fertility centers to
effectively schedule and bill patients and third party payors and manage
accounts receivable.

     Marketing & Field Sales Support - a package of award-winning marketing and
sales programs that have helped contracted fertility centers to grow faster than
the average rate for the industry. This service includes access to our extensive
proprietary marketing collateral material library of ads, brochures, fliers and
announcements. In addition, IntegraMed conducts quarterly sales and marketing
training seminars, offers a syndicated media buying service and produces radio
ads, television ads and educational videos.

     Assisted Reproductive Technology Insurance Company, or ARTIC, and Risk
Management - ARTIC is a captive malpractice insurance company formed in
conjunction with practices in IntegraMed's network which has the following
features: Comprehensive malpractice coverage - which meets the requirements of
all hospitals and state regulatory bodies; assured availability for member
practices; the goal of lower malpractice insurance costs - Shareholder practices
participate in underwriting, claims and investment decisions; and the goal of
lower cost increases for malpractice insurance over time - given an expected
strong claims history and industry factors based on reproductive
endocrinologists, not a broader obstetric and gynecological population. Risk
management comprises services associated with minimizing practice risk via: an
audit of a practice's existing risk management policies, procedures and
processes; specific recommendations and tools to introduce improved risk
management to practice operations; and ongoing auditing and review management.

   (iii) Entering into Additional Partner Contracts

     Fertility centers participating in our Partner program are entitled to our
full suite of products and services. Recruitment into our Partner program has
traditionally been focused on fertility clinics currently participating as
Affiliates in our provider network. As Affiliates, practices have become
familiar with the offerings we provide and our commitment to customer service;
also, we have had a chance to assess a practice's commitment to growth and
utilization of our services. Partner practices are also recruited from outside
the pool of existing Affiliates; to be considered, non-Affiliate candidates need
to meet a stringent set of criteria.

     As of December 31, 2006, we had Partner contracts with eight leading
fertility centers, which in turn employ and/or contract with individual
physicians. These fertility centers had a presence in 45 separate clinical
locations in 10 states and the District of Columbia, as follows:

                                       4





                                                                                     Initial
                                                                    Number of      Business Services
              Fertility Centers                   State             Locations        Contract Date
              -----------------                   -----             ---------        -------------
                                                                            
Reproductive Science Center of
   New England...............................      MA, NH & RI        10             July 1988
Reproductive Science Center of the Bay Area
   Fertility and Gynecology Medical Group....      CA                  4             January 1997
Fertility Centers of Illinois................      IL                 10             August 1997
Shady Grove Fertility Reproductive
   Science Centers...........................      MD, VA & DC         8             March 1998

IVF Florida .................................      FL                  4             April 2002

Reproductive Endocrine Associates of Charlotte     NC                  2             September 2003

Seattle Reproductive Medicine................      WA                  2             January 2004

Reproductive Partners Medical Group..........      CA                  5             January 2005



   Establishing Partner Contracts

     In establishing a Partner contract, we typically acquire the assets of a
fertility center, enter into a long-term comprehensive service agreement with
the center and assume most administrative and financial functions of the center.
In addition, we also typically require that the fertility center enter into
long-term employment agreements containing non-compete provisions with all key
physicians and that each physician shareholder of the medical practice enter
into a personal responsibility agreement with us. Typically, the fertility
center contracting with us is a professional corporation in which the key
physicians are the shareholders.

     Partner contracts provide that all patient medical care is to be provided
by the physicians and that we are responsible for providing defined business
services to the center. We provide the equipment, facilities and support
necessary to operate the center, and employ substantially all non-physician
personnel. Under the agreements, we may also advance funds to the fertility
center to provide new services, utilize new technologies, fund projects, provide
working capital or fund mergers with other physicians or physician groups.

     Partner contracts generally obligate us to pay a fixed sum for the
exclusive right to service the fertility center. These agreements are typically
for terms of 10 to 25 years and may contain early termination clauses.
Generally, no shareholder of contracted fertility centers may assign his/her
interest in the fertility center without IntegraMed's written consent.

     Under all eight current Partner agreements, we receive as compensation for
our services a three-part fee comprised of: (i) a tiered percentage of net
revenues generally between 3% and 6%; (ii) reimbursed costs of services (costs
incurred in providing services to a fertility center and any costs paid on
behalf of the fertility center); and (iii) either a fixed amount or a percentage
of the center's earnings, which currently ranges from 10% to 20%, but may be
subject to limits.

     (iv)  Increasing Revenues and Profits at Contracted Partners

     Given our fee structure as described above, we have a significant incentive
to assist in the profitable growth of each Partner. To achieve this objective we
(i) help them formulate and execute longer-term planning activities, such as
investment/development via facility build-out and in-market mergers with other
practices and planning and budgeting support; (ii) put in place products and
services that help them attract and retain patients, including the offerings
included in our Affiliate relationship - e.g., access to the Shared Risk Refund
Program, internet marketing, patient financing, etc., - along with proven field
sales programs and direct-to-consumer advertising capabilities and resources;
(iii) enable them to enhance their ability to provide superior care via usage of
our ARTworks Clinical application which provides electronic medical record,
workflow management and decision support functionality, along with clinical risk
management auditing services and access to the Council of Physicians and
Scientists, a forum set up to enable sharing thinking regarding care and
research; and (iv) enhance their operating efficiency through the implementation
of an infrastructure focused on improved accounts receivables management along
with business continuity and other IT support, human resource, legal and
procurement support that leverages our economies of scale and deep expertise in
these areas.


                                       5


Consumer Services

     (i) Increased penetration of our Shared Risk Refund Treatment Program

     We continuously seek to increase the number of Shared Risk Refund treatment
packages sold directly to consumers. Our Shared Risk Refund program consists of
a package that includes up to three attempts of in vitro fertilization with
fresh embryos and three attempts with frozen embryos for one fixed price with a
significant refund if the patient does not take home a baby. Under this
innovative financial program, we receive payment directly from consumers who
qualify for the program and pay contracted fertility centers a defined
reimbursement for each treatment performed. The benefit to providers is
increased patient volume and patient retention, and the benefit to consumers is
a significant financial refund should treatment be unsuccessful.

     (ii) Increased Sales of Pharmaceutical Products

     We also offer a range of complementary pharmaceutical products to fertility
patients. These products are offered in conjunction with ivp care, inc., our
marketing and fulfillment partner in the pharmaceutical industry. Access to our
pharmaceutical products is offered to patients of both our Affiliated and
Partner clinics, with patients receiving their orders via mail-order shipments.

     Through September 30, 2005, we marketed pharmaceutical products directly to
patients throughout our network and we had contracted with ivpcare, inc. to
provide certain business services related to the distribution of and accounting
for these sales. Effective October 1, 2005, this agreement was terminated and
replaced by a new agreement between us and ivpcare, inc. Under the terms of the
new agreement, we are no longer a direct distributor of pharmaceutical products
to patients as this function is being performed directly by ivpcare. Our
responsibilities are limited to marketing the products for which we will be
compensated. This compensation will approximate our previous contribution from
those pharmaceutical sales and services, and will be shown on a "net" rather
than "gross" basis. As a result, as of October 1, 2005, we no longer record
pharmaceutical sales, the related cost of sales and other costs related to
pharmaceutical distribution. We anticipate a significant decreased in revenues
and cost of sales; however (assuming the same volume of pharmaceutical products
distributed) contribution from operations and income before income taxes, as
well as net income, will be virtually unaffected from this contract change.

Our Core Competencies

     Our service packages are constructed from investments we have made to
develop core competencies in specific areas. In particular, our core
competencies include: (i) administrative services (finance, accounting, human
resource and purchasing support); (ii) access to capital for financing fertility
center operations; (iii) traditional marketing and sales support; (iv) internet
marketing and website support; (v) integrated information systems; and (vi)
shared risk case management.

     By providing access to these resources we enable contracted fertility
centers to achieve improved efficiencies and business outcomes.

     (i) Administrative Services

     Our administrative services to Partner centers include: (i) accounting and
financial services, such as billing and collections, accounts payable, payroll,
and financial reporting and planning; (ii) recruiting, hiring, training and
supervising all non-medical personnel; and (iii) purchasing of supplies,
pharmaceuticals, equipment, services and insurance.

   (ii) Access to Capital

     We provide Partners with a significant competitive advantage through
immediate access to capital for expansion and growth. We are also able to offer
physician providers in our network rapid access to the latest technologies and
facilities in order for them to provide a full spectrum of services and compete
effectively for patients in the marketplace. For example, we have built new
clinical facilities housing state of the art embryology laboratories for several
Partners, which enable them to expand their offerings to include a number of
services, which they had previously outsourced.

     We also provide Partners with immediate operating capital through our
accounts receivable financing program which offers interest free financing
within preset limits. For a fertility center, this means access to funds upon
billing for services rather than waiting for the collection of the accounts
receivable which normally occurs 15 to 60 days after treatment. Our financing of
a clinic's accounts receivable is also done with full recourse, so that we are
not at risk for uncollectible balances. As a result, we do not purchase the
accounts receivable, but rather advance funds to the clinic which are repaid the
following month.

                                       6


     (iii) Traditional Marketing and Sales

     Our marketing department specializes in the development of sophisticated
marketing and sales programs that give fertility centers access to
business-building techniques designed to facilitate growth and development. In
today's highly competitive health care environment, marketing and sales are
essential for the growth and success of all fertility centers. However, these
marketing and sales efforts are often too expensive for many individual
physician practice groups. Affiliation with us provides physicians access to
significantly greater marketing and sales capabilities than would otherwise be
available. Our marketing services focus on revenue and referral enhancement,
relationships with local physicians, media and public relations.

     (iv)  Internet Marketing and Website support

     We operate an industry leading web portal which (i) allows visitors access
to educational material concerning infertility issues; (ii) provides links to
our Partner and Affiliate practices; and (iii) allows prospective patients to
request appointments and follow-up contact, request information on our Shared
Risk Refund program and apply for treatment financing.

     (v) Integrated Information System

     Using our established base of fertility centers, we are continuously
developing a nationwide, integrated information system, called ARTworks, to
collect and analyze clinical, patient, financial and marketing data. Our goal is
to use this data to control treatment expenses, measure patient outcomes,
improve patient care, develop and manage utilization rates and maximize
reimbursements. We also believe that this integrated information system allows
fertility centers to more effectively compete for and price managed care
contracts, in large part because our information network can provide these
managed care organizations with access to patient outcomes and cost data.

   (vi) Shared Risk Case Management

     Our Shared Risk Refund program offers multiple treatments for one fixed
price, with the opportunity for a significant refund if the patient does not
take home a baby. Due to the characteristics of the program, we assume risk for
unsuccessful treatments. In order to moderate and manage this risk, we have
developed a sophisticated actuarial model and case management program in which
Shared Risk patients are medically pre-approved prior to enrollment in the
program. We also continuously review their clinical criteria as they undergo
treatment. If, while undergoing treatment, a patient's clinical response falls
outside our criteria for participation in the Shared Risk Refund program, we
have the right to remove that individual from the program, with an applicable
refund to the patient. To date, our case management process has helped manage
the risks associated with our Shared Risk Refund program within expected limits.

Council of Physicians and Scientists

     In 1996, we established the Council of Physicians and Scientists, or the
Council, comprised mostly of representatives from our network, to bring together
leaders in reproductive medicine and embryology with the goal of promoting a
high quality clinical environment throughout the network. The Council meets
regularly and conducts bi-monthly teleconferences on topics related to improving
infertility diagnosis and treatment.

Assisted Reproductive Technology Insurance Company

     We assisted in the organization of, and obtained a minority equity interest
in, an offshore captive insurance company designed to moderate the cost of
malpractice insurance to members of our network. The majority of the equity of
the captive insurance company is owned by various physician practices which are
members of our network. On January 1, 2005, this captive insurance company began
providing the majority of the malpractice insurance coverage to physicians
within our Partner network.

Employees

     As of February 21, 2007, we have 949 employees. Of these, 907 are employed
at our Partner fertility centers and 42 are employed at our headquarters,
including 10 who are executive management. Of these employees, 100 persons at
the Partner fertility centers are employed on a part-time basis and 92 are
employed on a per diem basis. We are not a party to any collective bargaining
agreement and we believe that our employee relationships are good.


                                       7



Segment Information

     We follow the requirements contained in Statement of Financial Accounting
Standards (SFAS) No.131, "Disclosures about Segments of an Enterprise and
Related Information", with respect to identifying and reporting business
segments. This statement requires that segment reporting reflect our
organizational structure, major revenue sources, line's of responsibility and
senior management's perspective of an organization. In order to better execute
our business strategy and prepare for opportunities offered in the healthcare
marketplace, we modified our reporting segments in 2005. We currently report two
major lines of business, our Provider Services, which is comprised of our
Partner and Affiliate segments, and our Consumer Services, which is comprised of
our Shared Risk and Pharmaceutical segments. Our 2005 and 2004 results have also
been reclassified to reflect our new reporting segments as follows, (dollars in
thousands):



                                                            Providers                          Consumers
                                              -----------------------------------      ----------------------
                                                            Fertility                  Shared
                                               Corporate    Partners    Affiliates      Risk   Pharmaceutical  Consolidated
                                               ---------    --------    ----------      ----   --------------  ------------
                                                                                              
For the Year ended December 31, 2006
     Revenues ..........................   $    --       $ 112,767    $   1,191      $  12,040    $     440     $ 126,438
     Cost of Services ..................        --         102,665           25          8,162          (72)      110,780
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Contribution ......................        --          10,102        1,166          3,878          512        15,658
     Operating Margin ..................        --             9.0%        97.9%          32.2%       116.4%         12.4%

     General and administrative ........      12,305          --           --             --           --          12,305
     Interest income, net ..............        (378)         --           --             --           --            (378)
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Income (loss) before income taxes .   $ (11,927)    $  10,102    $   1,166      $   3,878    $     512     $   3,731
                                           =========     =========    =========      =========    =========     =========
     Depreciation expense included above   $     614     $   3,596    $    --        $    --      $    --       $   4,210
     Capital expenditures ..............   $   1,075     $   2,672    $    --        $    --      $    --       $   3,747
     Total assets ......................   $  33,069     $  41,458    $     218      $     416    $     361     $  75,522

For the Year ended December 31, 2005
     Revenues ..........................   $    --       $ 105,277    $     952      $   8,391    $  14,189     $ 128,809
     Cost of Services ..................        --          94,763           86          5,760       13,480       114,089
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Contribution ......................        --          10,514          866          2,631          709        14,720
     Operating Margin ..................        --            10.0%        91.0%          31.4%         5.0%         11.4%

     General and administrative ........      12,205          --           --             --           --          12,205
     Interest income, net ..............        (192)         --           --             --           --            (192)
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Income (loss) before income taxes .   $ (12,013)    $  10,514    $     866      $   2,631    $     709     $   2,707
                                           =========     =========    =========      =========    =========     =========
     Depreciation expense included above   $     421     $   3,538    $    --        $    --      $    --       $   3,959
     Capital expenditures ..............   $     871     $   3,097    $    --        $    --      $    --       $   3,968
     Total assets ......................   $  22,992     $  41,207    $      46      $     241    $   2,147     $  66,633

For the Year ended December 31, 2004
     Revenues ..........................   $    --       $  86,080    $   1,287      $   4,548    $  15,738     $ 107,653
     Cost of Services ..................        --          76,706          393          3,557       15,189        95,845
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Contribution ......................        --           9,374          894            991          549        11,808
     Operating Margin ..................        --            10.9%        69.5%          21.8%         3.5%         11.0%

     General and administrative ........       9,789          --           --             --           --           9,789
     Interest expense, net .............          36          --           --             --           --              36
                                           ---------     ---------    ---------      ---------    ---------     ---------
     Income (loss) before income taxes .   $  (9,825)    $   9,374    $     894      $     991    $     549     $   1,983
                                           =========     =========    =========      =========    =========     =========
     Depreciation expense included above   $     352     $   2,660    $    --        $    --      $    --       $   3,012
     Capital expenditures ..............   $     543     $   7,119    $    --        $    --      $    --       $   7,662
     Total assets ......................   $  12,857     $  38,456    $      87      $     285    $   2,117     $  53,802



                                       8

Significant Service Contracts -

     For the years ended December 31, 2006, 2005, and 2004 the following
fertility centers each individually provided greater than 10% of our revenues,
net and/or contribution as follows:


                                           Percent of Company                     Percent of
                                              Revenues, net                      Contribution
                                        ---------------------------       ---------------------------
                                         2006      2005       2004         2006      2005       2004
                                        -------   ------     ------       -------   ------     ------
                                                                              
     R.S.C. of New England..........     10.7       9.6       11.3          9.3       10.8      13.4
     Fertility Centers of Illinois..     21.9      20.3       25.6         12.5       11.6      22.3
     Shady Grove Fertility Center...     22.6      21.1       21.5         14.6       21.6      24.9


ITEM 1A.      Risk Factors

Risk Factors

     The following risk factors, while not intended to be all inclusive, could
individually or in combination have a material adverse effect on our business,
financial condition, results of operation and market price of our common stock.

     Competition - Our industry is highly competitive and subject to continual
change. New health care providers entering the market may reduce our market
share, patient volume and growth rates. Additionally, increased competitive
pressures may require us to commit more resources to our marketing efforts,
thereby increasing our cost structure and impacting our profitability. There can
be no assurance that we will be able to compete effectively with our current
competitors. Nor can there be assurance that additional competitors will not
enter the market, or that such competition will not make it more difficult for
us to enter into Affiliate or Partner contracts.

     Alternative treatments - In addition to the services provided by our
clinics, alternative treatments are available to patients with infertility
issues. To the extent that these treatments are successful, or perceived as
viable alternatives by prospective patients, our ability to attract and retain
patients may be impacted.

     Supply disruptions - Our industry relies on a relatively few number of
manufacturers of specialty fertility equipment. A disruption on the part of an
equipment provider may render the medical providers within our network without
the means to treat patients.

     Management turnover - The success of our business strategy depends upon the
continued contribution of key members of our management team. The loss of key
members of this team may adversely affect our ability to implement that
strategy.

     Third-party payors - A significant portion of our Partner revenue depends
upon reimbursements from third-party payors. Disruption of this relationship,
whether in the form of changes to reimbursement contracts or solvency issues on
the part of the payors, may lower our Service fees and therefore affect our cash
flows and financial position.

     Reliance on third party vendors - Our pharmaceutical sales and fertility
clinics are dependent on a limited number of third-party vendors that produce
medications vital to treating infertility. Should any of these vendors
experience a supply shortage, it may have an adverse impact on the operations of
our pharmaceutical sales and our network members. To date, no shortage or
disruption has been experienced.

     State and Federal laws - Our business practices may be found to be in
violation of State or Federal laws. These include, but are not limited to,
Federal and State Anti-Kickback Laws, Federal and State Self-Referral Laws,
False Claim Laws, Federal and State Controlled Substances laws, HIPAA (Health
Insurance Portability and Accountability Act) regulations and Anti-Trust Laws.
Remedial efforts could result in a discontinuance of portions of our business or
burdensome compliance efforts. The laws and regulations in this area are
extremely complex and subject to interpretation and many aspects our business
have not been the subject of federal or state regulatory review. Accordingly,
there is no assurance that our operations have been in compliance at all times
with all such laws and regulations. In addition, there is no assurance that a
court or regulatory authority will not determine that our past, current or
future operations violate applicable laws or regulations. If our operations were
determined to violate laws or regulations, it could have a material adverse
effect on our business, financial condition and operating results. In addition,
state corporate practice of medical laws vary from state to state. There can be
no assurance that these laws will be interpreted in a manner consistent with our
practices or that other laws or regulations will not be enacted in the future
that could have a material adverse effect on our business, financial condition
and operating results.

     Corporate practice of medicine laws - Our operations may also be subject to
state laws relating to the corporate practice of medicine. State laws may
prohibit corporations other than medical professional corporations or
                                       9


associations from practicing medicine or exercising control over physicians, and
may prohibit physicians from practicing medicine in partnership with, or as
employees of, any person not licensed to practice medicine. State laws may also
contain fee-splitting prohibitions or may prevent corporations from acquiring
the goodwill of a medical practice. We believe that our operations are in
material compliance with all applicable state laws relating to the corporate
practice of medicine. We perform only non-medical administrative services, and
in some circumstances, clinical laboratory services. In each Partner agreement,
the fertility center is the sole employer of the physicians, and the fertility
center retains the full authority to direct the medical, professional and
ethical aspects of its medical practice.

     Liability insurance - Providing health care services entails a substantial
risk of medical malpractice and similar claims. While we do not engage in the
practice of medicine, or assume responsibility for compliance with regulatory
requirements directly applicable to physicians, we do require our fertility
centers to maintain medical malpractice insurance. However, in the event that
services provided at one of our fertility centers results in injury or other
adverse effects, we are likely to be named as a party in any legal proceeding.
Although we currently maintain liability insurance that we believe is adequate,
successful malpractice claims could exceed the limits of our insurance and could
have a material adverse effect on our business. Moreover, there is no assurance
that we will be able to obtain such insurance on commercially reasonable terms
in the future or that such insurance will provide adequate coverage against
potential claims. In addition, a malpractice claim asserted against us could be
costly to defend, could consume management resources and could adversely affect
our reputation and business, regardless of the merit or eventual outcome of such
claim. In addition, in connection with our acquisition of the assets of a
fertility centers, we may also assume some of the center's liabilities.
Therefore, an entity may assert claims against us for events related to the
fertility center prior to its becoming a Partner. We maintain insurance coverage
related to these risks that we believe is adequate as to the risks and amounts,
although there is no assurance that any successful claims will not exceed
applicable policy limits.

     Contract termination - One or more of our Partner practices may terminate
their membership in our network. Such an occurrence would significantly reduce
our revenues without a corresponding reduction in our cost structure.

     Physician resignation - The departure of one or more key medical providers
may negatively impact the ability of our Partner to generate sufficient
revenues. A reduction in Partner revenue would reduce our revenues and may
require us to advance funds to the fertility center.

     Technology risks - The treatment of infertility is a technologically
intensive area of medicine. There is no guarantee that our investments in
fertility technology will remain at the level of sophistication necessary for
our clinics to remain competitive in the marketplace.

     Financial results - Our quarterly results and stock price may fluctuate
over time based on our business risk factors, seasonal influences, market
expectations or other factors over which we have limited control. In addition
changes to financial variables over which we do exercise some control, such as
dividend policy, stock dilution, banking and credit facilities, etc., may be
perceived differently by different stakeholders, and thereby influence our stock
price.

ITEM 1B. Unresolved Staff Comments

     None.

ITEM  2. Properties

     Our headquarters and executive offices are located in Purchase, New York,
where we occupy approximately, 18,500 square feet under a lease expiring in
2012. Future lease payments will range from $46,280 to $51,100 per month.

     We also lease or sublease locations for our Partner clinics. Costs
associated with these agreements are reimbursed to us as part of our fee for the
applicable fertility center.

     We believe that our executive offices and the space occupied by our
fertility centers are adequate for our operations.

ITEM  3. Legal Proceedings

     From time to time, we are party to legal proceedings in the ordinary course
of business. None of these proceedings is expected to have a material adverse
effect on our financial position, results of operations or cash flow.

ITEM 4.  Submission of Matters to a Vote of Security Holders

     None.


                                       10





                                     PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and
         Issuer Purchases of Equity Securities

     Our common stock is traded on the NASDAQ National Market under the symbol
"INMD" The following table sets forth the high and low closing sales price for
our common stock, as reported on the NASDAQ National Market.

                                                         Common Stock
                                                     ----------------------
                                                     High               Low
                                                     ----------------------
         2005
         First Quarter...........................    8.00              5.28
         Second Quarter..........................    7.39              5.61
         Third Quarter...........................   10.78              6.40
         Fourth Quarter..........................   11.04              8.14

         2006
         First Quarter...........................   10.98              7.31
         Second Quarter..........................   10.00              8.90
         Third Quarter...........................   10.30              9.10
         Fourth Quarter..........................   15.74              8.51

      On March 9, 2007, there were approximately 84 holders of record of the
Common Stock and approximately 1,257 beneficial owners of shares registered in
nominee or street name.

Dividend Policy

      We have not paid cash dividends on our common stock during the last two
fiscal years, and we currently anticipate retaining all available funds for use
in the operation and expansion of the business. Therefore, we do not anticipate
paying any cash dividends on our common stock for the foreseeable future.

Selected Equity Transactions

      We have two stock option plans which have been approved by our
shareholders. The following table sets forth certain information relative to
these stock option plans.



                                                                                  Number of securities
                                                                                  remaining available for
                               Number of Securities                               future issuance under
                               to be issued upon           Weighted-average       equity compensation plans
                               exercise of                 exercise price of      (excluding securities
      Plan Category            outstanding options         outstanding options    reflected in column (a)
      -------------            -------------------         -------------------    -----------------------
                                       (a)                       (b)                        (c)
                                                                                
      Equity compensation
      plans approved by
      security holders........    117,115                      $2.94                     129,531

      Equity compensation
      plans not approved
      by security holders.....         --                        --                           --
                                  -------                      -----                     -------

         Total................    117,115                      $2.94                     129,531
                                  =======                      =====                     =======


      During 2006 and 2005, we issued 1,291,368 and 1,411,426 shares
respectively, of Common Stock as a 25% and 30% respectively, stock split
effected in the form of a stock dividend to our then current stockholders. The
issuance of these shares had no direct financial impact on our results of
operations or financial position and did not alter the market capitalization of
our common shares outstanding.

     During 2006, 2005 and 2004, we issued approximately 85,000, 65,000 and
54,000 shares, respectively, of restricted common stock as deferred compensation
to several of our officers and directors with an aggregate value of $829,000,
$437,000 and $211,000 respectively. These shares were valued at their fair value
on the date of grant, and are amortized to expense over their vesting period,
which approximates the service period.

                                       11


Performance Graph

      The following graph compares the five-year cumulative total return to
  shareholders on IntegraMed America's common stock from 12/31/2001, relative to
  the cumulative total returns of the NASDAQ Composite index and the NASDAQ
  Health Services index. An investment of $100 (with reinvestment of all
  dividends) is assumed to have been made in the company's common stock and in
  each of the indexes 12/31/2001.



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]


-----------------------------------------------------------------------------
                            12/01    12/02    12/03    12/04   12/05   12/06
-----------------------------------------------------------------------------

IntegraMed America, Inc.   100.00    93.71   100.65   188.73  277.61  394.46
NASDAQ Composite           100.00    71.97   107.18   117.07  120.50  137.02
NASDAQ Health Services     100.00    85.52   118.76   149.32  164.82  164.88




                                       12




ITEM 6.  Selected Financial Data -

      The following selected financial data (for the years ended December 31,
2006, 2005, 2004, 2003 and 2002) are derived from our consolidated financial
statements and should be read in conjunction with the financial statements,
related notes, and other financial information included elsewhere in this Annual
Report on Form 10-K. Earnings per share and average share values for the years
2005, 2004, 2003 and 2002 have been restated to reflect the 25% stock split
effected in the form of a stock dividend declared in May 2006 and the 30% stock
split effected in the form of a stock dividend declared in May 2005.

Statement of Operations Data :



                                                                           December 31,
                                                -------------------------------------------------------------
                                                  2006         2005           2004         2003        2002
                                                --------     --------      ---------    ---------   ---------
                                                            (in thousands, except per share amounts)

                                                                                     
Revenues, net ................................  $ 126,438    $ 128,809    $ 107,653    $  93,690    $  88,200
Costs of services incurred ...................    110,780      114,089       95,845       83,233       78,349
                                                ---------    ---------    ---------    ---------    ---------
Contribution .................................     15,658       14,720       11,808       10,457        9,851
General and administrative expenses ..........     12,305       12,205        9,789        8,761        8,097
Total other (income) expense, net ............       (378)        (192)          36          (16)          52
                                                ---------    ---------    ---------    ---------    ---------
Income before taxes ..........................      3,731        2,707        1,983        1,712        1,702
Provision for income taxes ...................        507          984          797          668          562
                                                ---------    ---------    ---------    ---------    ---------
Net income ...................................      3,224        1,723        1,186        1,044        1,140
Less: Dividends paid and/or accrued on
   Preferred Stock ...........................       --           --           --           --             69
                                                ---------    ---------    ---------    ---------    ---------
Net income applicable to Common
   Stock .....................................  $   3,224    $   1,723    $   1,186    $   1,044    $   1,071
                                                =========    =========    =========    =========    =========

Basic EPS ....................................  $    0.50    $    0.28    $    0.21    $    0.19    $    0.21
                                                =========    =========    =========    =========    =========
Diluted EPS ..................................  $    0.49    $    0.28    $    0.20    $    0.18    $    0.19
                                                =========    =========    =========    =========    =========

Weighted average shares - basic ..............      6,472        6,049        5,775        5,546        5,192
                                                =========    =========    =========    =========    =========
Weighted average shares  - diluted ...........      6,555        6,254        6,039        5,827        5,636
                                                =========    =========    =========    =========    =========


Balance Sheet Data:



                                                                           December 31,
                                                -------------------------------------------------------------
                                                  2006         2005         2004         2003         2002
                                                ---------    ---------    ---------    ---------    ---------
                                                                        (in thousands)

                                                                                   
Working capital (1) ..........................$  12,341    $   6,650    $     301    $   3,294    $   3,511
Total assets .................................   75,522       66,633       53,802       46,439       42,165
Total indebtedness ...........................    8,774       10,147        5,239        7,511        1,410
Accumulated deficit ..........................   (8,483)     (11,707)     (13,430)     (14,616)     (15,660)
Shareholders' equity .........................   40,834       36,800       34,443       32,850       31,557
 (1) Represents current assets less current liabilities



                                       13


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Forward-Looking Statements

     This report contains certain forward-looking statements (all statements
other than with respect to historical fact) within the meaning of the federal
securities laws, which are intended to be covered by the safe harbors created
thereby. Investors are cautioned that all forward-looking statements involve
known and unknown risks and uncertainties including, without limitation, those
described in "Risk Factors," some of which are beyond our control. Although we
believe that the assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate. Therefore,
there can be no assurance that the forward-looking statements included in this
report will prove to be accurate. Actual results could differ materially and
adversely from those contemplated by any forward-looking statement. In light of
the significant risks and uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by us or any other person that our objectives and
plans will be achieved. We undertake no obligation to publicly release any
revisions to any forward-looking statements in this discussion to reflect events
and circumstances occurring after the date hereof or to reflect unanticipated
events. Forward-looking statements and our liquidity, financial condition and
results of operations may be affected by the risks set forth in "Risk Factors"
or by other unknown risks and uncertainties.

Overview

     We offer products and services to consumers and providers in the fertility
industry. We have developed a provider network comprised of twenty-nine
contracted fertility centers in major markets across the United States. Our
provider products and services are designed to support fertility center growth
and risk transfer through a captive insurance company. Our consumer products and
services are comprised of pharmaceutical marketing services and the Shared Risk
Refund program, a form of financing services to patients. Twenty-one affiliate
fertility centers purchase discrete service packages provided by us and eight
fertility centers have access to our entire portfolio of products and services
under our comprehensive Partner program. All twenty-nine centers have access to
our consumer products and services.

     Our business strategy is to align our information, technology and financial
strengths and investments for the benefit of both providers and consumers of
fertility services. The primary elements of this strategy include: (i) expanding
our network of affiliated fertility centers; (ii) entering into additional
Partner contracts; (iii) increasing revenues and profits at contracted Partner
centers; (iv) increasing the number and value of service packages purchased by
members of our network; (v) increasing penetration of our Shared Risk Refund
treatment program throughout the network, and (vi) increasing sales of
pharmaceutical products to fertility patients.

 Major events impacting financial condition and results of operations

     2004-

     On January 1, we signed a Partner agreement with the Seattle, Washington
based Seattle Reproductive Medicine, Inc., P.S., or SRM, physician practice.
Under the terms of this 15-year agreement, our service fees are comprised of
reimbursed costs of services, a tiered percentage of revenues, and an additional
fixed percentage of SRM's earnings. We also committed up to $2 million to fund
the construction and equipping of a new state-of-the-art facility to house the
clinical practice and embryology laboratory for SRM and its patients. Based on
the terms of this transaction, we were paid a fixed service fee for
approximately eleven months of 2004 until the new facility was fully operational
in December 2004. Upon becoming fully operational, our service fees reverted to
the fee structure described above.

     2005-

     Effective January 1, we signed a Partner agreement to supply a complete
range of business, marketing and facility services to the Reproductive Partners
Medical Group, Inc., or RPMG, a fertility practice comprised of six physicians
in the Southern California market. 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 RPMG's earnings.
We also committed up to $0.5 million to fund any necessary capital needs of the
practice.

     Effective January 1, 2005, the Company became a minority equity investor in
the Assisted Reproductive Technology Insurance Company, LTD, ("ARTIC"). ARTIC is
incorporated as an off-shore captive insurance company designed to offer
malpractice insurance to physicians and related facilities within the IntegraMed
network. IntegraMed's equity investment of $50,000 represents a 10% ownership
stake, which is accounted for on the cost basis. ARTIC is owned and controlled


                                       14


by participating physician groups, who own the remaining equity interest. To
date, earnings on our equity investment have been immaterial, however IntegraMed
is paid a predetermined fee to provide certain administrative and risk
management related services to ARTIC.

     Through September 30, 2005, we marketed pharmaceutical products directly to
patients throughout our network and we had contracted with ivpcare, inc. to
provide certain business services related to the distribution of and accounting
for these sales. Effective October 1, 2005, this agreement was terminated and
replaced by a new agreement between us and ivpcare, inc. Under the terms of the
new agreement, we are no longer a direct distributor of pharmaceutical products
to patients as this function is being performed directly by ivpcare. Our
responsibilities are limited to marketing the products for which we will receive
marketing fees. This compensation will approximate our previous contribution
from those pharmaceutical sales and services, and will be shown on a "net"
rather than "gross" basis. As a result, as of October 1, 2005, we no longer
recorded pharmaceutical sales, the related cost of sales and other costs related
to pharmaceutical distribution. We had anticipated and have subsequently
experienced significant decreases in revenues and cost of sales; however
(assuming the same volume of pharmaceutical products had been distributed)
contribution from operations and income before income taxes, as well as net
income, would have been virtually unaffected from this contract change.

     In December 2005, we amended our existing credit agreement with Bank of
America. The amended agreement is comprised of a renewal and increase in our
three year revolving credit line to $10 million, and a new $10 million five year
term loan, of which approximately $3.2 million was used to retire the
outstanding balance on our previous term loan. We believe that these credit
facilities will be sufficient to fund our current operational, capital
investment and acquisition plans.

     2006-

     During October 2006, we provided notification that our financial statements
for 2005 and the first two quarters of 2006 could not be relied on, and were
restated due to an accounting error. The restatements did not result in any
changes to net income or earnings per share for any period, but, as of March 31,
2005, had the effect of increasing intangible assets by $2,035,000, decreasing
deferred tax assets by $977,000 and increasing deferred tax liabilities by
$1,058,000, all non-cash items. All periods affected by this error have been
restated throughout this document.

Sources of Revenues

         Substantially all of our revenues are derived from contracts with
fertility centers, fees from patients enrolled in our Shared Risk Refund program
and the sale of pharmaceutical products


Critical Accounting Policies

   Our accounting policies are described in Note 2 of the consolidated financial
statements. We prepare our consolidated financial statements in conformity with
accounting principles generally accepted in the United States, which require us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and related disclosures at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. We consider the following
policies to be most critical in understanding the judgments that are involved in
preparing our financial statements and the uncertainties that could impact our
results of operations, financial condition and cash flows.

   Basis of consolidation --

     The consolidated financial statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries. We do not have a controlling
financial interest in any of the medical practices or the captive insurance
company, to which we provide services and as a result, we do not consolidate
their results.

   Revenue and cost recognition --

   Partner service fees

     Under all eight of our Partner agreements, we receive as compensation for
our services in a three-part fee comprised of: (i) a tiered percentage of the
fertility centers net revenues, (ii) reimbursed costs of services (costs
incurred in servicing a fertility center and any costs paid on behalf of the
fertility center) and (iii) a fixed percentage, or a fixed dollar amount, of the
fertility centers earnings after services fees, which may be subject to
additional limits. All revenues from Partner contracts are recorded in the
period services are rendered. Direct costs incurred by us in performing our

                                       15


services and costs incurred on behalf of the medical practices are reported as
costs of services. Revenue and costs are recognized in the same period in which
the related services have been performed.

     Affiliate Service Fees

     Under all twenty-one of our Affiliate agreements, we receive compensation
for our services in a fixed fee dependent upon the level of service provided.
All revenues and costs from Affiliate contracts are recorded in the period
services are rendered.

     Shared Risk Refund Program

     The Shared Risk Refund program consists of a fertility treatment package
that includes a fixed number of treatment cycles for one fixed price with a
significant refund if the patient does not take home a baby. We receive payment
directly from consumers who qualify for the program and pay contracted fertility
centers a defined reimbursement for each treatment cycle performed. Partial
revenue representing the non-refundable portion of the fixed fee is recorded
upon the initiation of treatment, with remaining revenues recorded upon patients
becoming pregnant. A reserve is maintained for potentially refundable amounts if
patients do not take home a baby. Expenses related to the program are recorded
as incurred.

     Pharmaceutical Sales

     Revenues and related expenses from pharmaceutical sales are recorded upon
shipment to customers. Prior to October 1, 2005, these revenues represented the
actual sales value of the pharmaceuticals sold and we recorded cost of sales
equal to the product cost. Subsequent to the October 1, 2005 amendment to our
marketing agreement, our revenues are comprised of marketing fees related to
these pharmaceutical sales as previously described under the caption "Major
events impacting financial condition and results of operations."

     Patient Financing

     A fertility treatment cycle can be an expensive process for which many
patients do not have full medical insurance coverage. As a service to these
patients, we can arrange financing to qualified patients of our network at rates
significantly lower than credit cards and other finance companies. Our financing
operations are administered by a third party vendor and loans are made to
qualified patients by an independent bank or finance organization. We are not at
risk for loan losses and receive a placement fee from the lender involved. Since
many financing transactions are closely associated with our Shared Risk Refund
program, financing revenues, which we receive and record at the time the loans
are closed, are reported as part of that program.

     Use of Estimates --

     Our most significant estimates include a reserve for estimated refunds due
to pregnancy loss in our Shared Risk Refund Program and the valuation allowance
related to our deferred tax assets.

     Due to Medical Practices --

     Due to Medical Practices represents the net amounts owed by us to medical
practices contracted as Partners. This balance is comprised of amounts due to us
by the medical practices for funds which we advanced for use in financing their
accounts receivable, less balances owed to the medical practices by us for
undistributed physician earnings and patient deposits we hold on behalf of the
medical practices.

     Exclusive Service Rights --

     Exclusive service rights represent payments we made for the right to
service certain fertility centers and are valued at cost less accumulated
amortization. Costs are amortized on a straight-line basis over the length of
the service contract, usually ten to twenty-five years. We periodically review
our exclusive business service rights to assess recoverability; a charge would
be recognized in the consolidated statement of operations if an impairment was
determined to have occurred. Recoverability is determined based on undiscounted
expected earnings from the related business over the remaining amortization
period. As of December 31, 2006, none of the exclusive service rights are
considered to be impaired.

                                       16



     Long Lived Assets --

     Under current accounting standards our long lived assets are subject to
annual impairment testing and we may be subject to impairment losses as a
result. If we record an impairment loss, it could have a material adverse effect
on our results of operations for the year in which the impairment is recorded.
As of December 31, 2006, none of our long lived assets were considered to be
impaired.

Results of Operations

     The following table shows the percentage of net revenue represented by
various expenses and other income items reflected in our statement of operations
for the years ended December 31, 2006, 2005 and 2004:


AS REPORTED:
                                                      2006      2005      2004
                                                    -------   -------   -------
         Revenues, net:
            Provider services.......................  90.1%    82.5%     81.2%
            Consumer services.......................   9.9%    17.5%     18.8%
                                                     -----    -----     ------
              Total revenues........................ 100.0%   100.0%    100.0%

         Costs of services incurred:
            Provider services.......................  81.2%    73.6%     71.6%
            Consumer services.......................   6.4%    14.9%     17.4%
                                                     -----    -----     ------
              Total costs of service................  87.6%    88.5%     89.0%

         Contribution:
            Provider services.......................   8.9%     8.8%      9.6%
            Consumer services.......................   3.5%     2.6%      1.4%
                                                     -----    -----     ------
              Total contribution....................  12.4%    11.4%     11.0%


         General and administrative expenses........   9.7%     9.5%      9.1%
         Interest income............................  (0.8)%   (0.4)%    (0.2)%
         Interest expense...........................   0.6%     0.2%      0.3%
                                                      -----    -----     ------
              Total other expenses..................   9.5%     9.3%      9.2%

         Income from operations before income taxes.   2.9%     2.1%      1.8%
         Income tax provision.......................   0.4%     0.8%      0.7%
                                                      -----    -----     ------
         Net income ................................   2.5%     1.3%      1.1%


SUPPLEMENTAL INFORMATION:

     To better understand our current operations, it is necessary to identify
and eliminate the effects of the contract change for pharmaceutical revenue
reporting and the effect of eliminating our valuation allowance on the deferred
tax asset related to the future utilization of net operating loss carry-forwards
for tax purposes.

     The adjustments reflected to arrive at the supplemental percentages of
revenue were to reduce Consumer services revenue and cost of services in 2005 by
$13,481,000 and 2004 by $15,188,000 of pharmaceutical revenue to state the
pharmaceutical revenue and costs on the same basis as the 2006 "net revenue"
presentation (see above discussion of the September 2005 contract amendment
under the "Major Events" caption); and to increase the 2006 tax provision by
$821,000 to eliminate the benefit from the elimination of the valuation
allowance on the deferred tax asset.

     To supplement our consolidated financial statements presented in accordance
with generally accepted accounting principles (GAAP), we have provided these
non-GAAP measures of financial performance as outlined above. Our reference to
the non-GAAP measures should be considered in addition to the results prepared
under current accounting standards, but are not a substitute for, nor superior
to, GAAP results. Specifically, we believe the non-GAAP measures provide useful
information to both management and investors by isolating certain items that may
not be indicative of our core operating results and business outlook.


                                       17



     The following table shows the percentage of net revenue represented by
various expenses and other income items after giving effect to the supplemental
adjustments referred to above, for the years ended December 31, 2006, 2005 and
2004:



                                                2006      2005       2004
                                               ------    ------     ------
Revenues, net:
  Provider services ......................      90.1%     92.1%     94.5%
  Consumer services ......................       9.9%      7.9%      5.5%
                                               -----     -----     -----
    Total revenues .......................     100.0%    100.0%    100.0%

Costs of services incurred:
  Provider services ......................      81.2%     82.2%     83.4%
  Consumer services ......................       6.4%      5.0%      3.8%
                                               -----     -----     -----
    Total costs of service ...............      87.6%     87.2%     87.2%

Contribution:
  Provider services ......................       8.9%      9.9%     11.1%
  Consumer services ......................       3.5%      2.9%      1.7%
                                               -----     -----     -----
    Total contribution ...................      12.4%     12.8%     12.8%


General and administrative expenses ......       9.7%     10.6%     10.7%
Interest income ..........................       (.8)%    (0.4)%    (0.3)%
Interest expense .........................        .5%      0.3%      0.3%
                                               -----     -----     -----
       Total other expenses ..............       9.4%     10.5%     10.7%

Income from operations before income taxes       3.0%      2.3%      2.1%
Income tax provision .....................       1.0%      0.9%      0.9%
                                               -----     -----     -----
Net income ...............................       2.0%      1.4%      1.2%
                                               =====     =====     =====

     2006 Compared to 2005

Revenues:

     Provider Services-

     Each of our Partner practices provides clinical services to patients
seeking fertility treatment. They generate patient revenue, which we do not
reflect in our financial statements as we do not consolidate the practices. The
growth of patient revenues positively impacts our revenues. The components of
our revenue from Partner practices are: a Base Service fee calculated as a
percentage of patient revenue (percentage varies from 6% down to 3% depending on
the level of revenues), our reimbursement for the expenses, called Cost of
Services, we advanced during the month (representing substantially all of the
expenses incurred by the practice) and our Additional fees which represent our
share of the net income of the practice before physician compensation (which
varies from a fixed amount or 10% to 20% depending on the practice). From the
total of our revenues, we subtract the annual amortization of our Business
Service Rights. In addition to revenues generated from Partner practices, we
receive fees from Affiliate practices for marketing and other services.


2006 (000's omitted)                          Partner      Affiliate     Total
                                             Practices      & Other     Revenue
                                             ---------      -------     -------

(1)  Patient revenue......................   $152,632
(2)  Cost of services.....................    102,625
(3)  Base Service fees....................      7,170
                                             --------
(4)  Practice income before
     Physician compensation (4=1-2-3).....   $ 42,837
                                             ========
(5)  IntegraMed Additional fees...........   $  4,294
(6)  Amortization of Business
     Service Rights.......................     (1,495)
                                             --------
(7)  IntegraMed revenue (7=2+3+5+6).......   $112,594      $1,364      $113,958
                                             ========      ======      ========

                                       18


2005 (000's omitted)                          Partner      Affiliate     Total
                                             Practices      & Other     Revenue
                                             ---------      -------     -------

(1)  Patient revenue......................   $143,049
(2)  Cost of services.....................     94,531
(3)  Base Service fees....................      6,802
                                             --------
(4)  Practice income before
     Physician compensation (4=1-2-3).....   $ 41,716
                                             ========
(5)  IntegraMed Additional fees...........   $  5,348
(6)  Amortization of Business
     Service Rights.......................     (1,495)
                                             --------
(7)  IntegraMed revenue (7=2+3+5+6).......   $105,186      $1,043      $106,229
                                             ========      ======      ========


     Revenues from Provider services increased by $7.7 million, or 7.3% from the
prior year. The increase is comprised of $8.1 million of additional reimbursed
cost of services due to 6.7% higher patient revenue at the practices, a decrease
in Base Service of $0.4 million due to a decline in the average fee percentage
from 4.8% to 4.7% as a result of practices achieving higher levels of revenue, a
decline in Additional fees of $1.0 million primarily as a result of a fee level
cap at one of the practices (no significant declines are scheduled after 2006)
and an increase of $0.2 million in amortization expense.

     Revenues of the Affiliates and other services increase by $0.3 million as a
result of three additional Affiliates and the sale of additional information
system services.

       Consumer Services -

Our Shared Risk Refund program continues to see significant year to year growth
with 2006 revenues of $12.0 million, an increase of $3.6 million, or 42.9%,
above 2005 revenues of $8.4 million. The program continues to grow in popularity
and continues to increase its penetration of its target markets.

     Pharmaceutical revenue was $0.4 million for the year ended December 31,
2006, compared to $14.2 million for the prior year. This reduction in revenue is
entirely the result of a change in contract terms we initiated with our
strategic partner in the pharmaceutical business. 2005 revenues stated on the
same basis as 2006 would have been $0.7 million. The decline is a result of
decreasing margins due to drug cost increases which are not able to be passed on
to the consumer as a result of competitive pressures. Margins should stabilize
at the rates seen in the fourth quarter of 2006.

Contribution:

     Our 2006 contribution of $15.7 million increased approximately $1.0
million, or 6.4% from 2005's level of $14.7 million. As a percentage of reported
revenue, our contribution margin increased to 12.4% in 2006 versus 11.4% in
2005. If the 2005 revenue was adjusted for the change in pharmaceutical sales,
the 2005 contribution would be 12.8% of revenue. The following factors had a
significant impact on contribution:

     Provider Services -

     Contribution from our Partner centers in 2006 was about level with 2005 and
represented a decrease from 9.9% of revenue to 9.8% of related revenue primarily
as a result of reaching a fee cap at one of the practices. Contribution at our
remaining seven Partners was approximately even with 2005 levels. Despite higher
revenues, due to the planned phase in of fee reductions at three clinics which
has been previously disclosed, the contribution remained near 2005 levels.

     Consumer Services -

     Contribution from our Shared Risk Refund program rose by $1.3 million, or
47.4%, to $3.9 million for the year ended December 31, 2006, from $2.6 million
in 2005. Higher patient volume and favorable pregnancy outcomes, especially
during early treatment cycles, helped drive this performance. Pharmaceutical
contribution was $0.5 million in 2006, down $0.2 million, from $0.7 million in
2005. This decrease in contribution, was driven by manufacturer price increases
that were not able to be passed on to the consumer.

     General and Administrative Expenses:

     General and Administrative expenses are comprised of salaries, benefits,
corporate regulatory, operational and support costs not specifically related to
our clinics or other product offerings. These expenses increased $0.1 million in


                                       19


2006, over 2005 levels. While we experienced cost increases related to planned
headcount and compensation increases required to generate and support our
growing revenue streams and Sarbanes-Oxley and other regulatory compliance
efforts, we were able to control other costs to nearly offset the increases. We
measure general and administrative costs against contribution. These costs were
78.6% of contribution in 2006 and 82.9% in 2005.

     Interest:

     Interest income increased to $1.1 million for the year ended December 31,
2006, from $0.5 million in 2005. This increase is primarily attributed to
interest income earned on higher investable cash balances maintained throughout
2006 and income earned from capital investments at several Partner clinics where
their capital requirements exceed thresholds of our normal financing levels.

     Interest expense increased to $0.7 million for the year ended December 31,
2006 from $0.3 million in 2005, primarily as a result of interest charges on the
higher average outstanding balances on our term loan through-out the year.

Provision for Income taxes:

     Our provision for income tax was approximately $0.5 million in 2006 or
13.5% of pre-tax income. As discussed above, we recorded a reduction in the tax
provision as a result of the elimination of a valuation reserve on our deferred
tax assets. The tax provision for 2006 would have been $1.3 million had this
adjustment not occurred and would have resulted in an effective tax rate of
34.2% Our effective tax rate for 2005 was approximately 36.3% . We expect our
2007 effective tax rate to be approximately 36%. The provisions for both 2006
and 2005 reflects both state and Federal taxes.

     2005 Compared to 2004

Revenues:

     Provider Services-

Revenue components for 2005 and 2004 follow-

2005 (000's omitted)                        Partner       Affiliate      Total
                                           Practices       & Other      Revenue
                                           ---------       -------      -------

(1)  Patient revenue....................   $143,049
(2)  Cost of services...................     94,531
(3)  Base Service fees..................      6,802
                                           ---------
(4)  Practice income before
     Physician compensation (4=1-2-3)...   $ 41,716
                                           ========
(5)  IntegraMed Additional fees.........   $  5,348
(6)  Amortization of Business
     Service Rights.....................     (1,495)
                                           --------
(7)  IntegraMed revenue (7=2+3+5+6).....   $105,186       $1,043       $106,229
                                           ========       ======       ========


2004 (000's omitted) )                      Partner       Affiliate      Total
                                           Practices       & Other      Revenue
                                           ---------       -------      -------

(1)  Patient revenue....................   $114,529
(2)  Cost of services...................     76,438
(3)  Base Service fees..................      5,597
                                           --------
(4)  Practice income before
     Physician compensation (4=1-2-3)...   $ 32,494
                                           ========
(5)  IntegraMed Additional fees.........   $  5,293
(6)  Amortization of Business
     Service Rights.....................     (1,227)
                                           --------
(7)  IntegraMed revenue (7=2+3+5+6).....   $ 86,101       $1,267        $87,368
                                           ========       ======        =======


                                       20


     Revenues from Provider services in 2005 increased by $18.9 million, or
21.6% from the prior year. The increase is comprised of $18.1 million of
additional reimbursed cost of services due to 24.9% higher patient revenue at
the practices, an increase in Base Service fees of $1.2 million, a flat
Additional fee level and a $0.3 million increase in amortization expense. The
increases relate to our two most recently added Partners in Seattle and Southern
California who joined our network on January 1, 2004, and January 1 2005,
respectively. The increases in the Additional fees from the new clinics were
offset by previously announced fee reduction in the three larger clinics.

     Revenues from our Affiliate clinics were approximately $1.0 million in
2005, slightly below revenues of $1.3 million in 2004. While the number of
affiliated clinics grew from 17 in December 2004, to 18 by December 2005,
reported revenues for 2005 are slightly below the prior year figure due to a
decrease in certain marketing related services provided to the affiliates in
2004.

     Consumer Services -

     Our Shared Risk Refund program continued to see significant year to year
growth with 2005 revenues of $8.4 million, an increase of $3.8 million, or
84.5%, above 2004 revenues of $4.5 million. The prospect of a potential refund,
coupled with good treatment outcomes, as compared to industry averages, has
resulted in continued strong patient enrollment in this program throughout our
network.

     Pharmaceutical revenue was $14.2 million for the year ended December 31,
2006, compared to $15.7 million for the prior year. This reduction in revenue is
entirely the result of a change in contract terms we initiated with our
strategic partner in the pharmaceutical business in the fourth quarter of 2005.
While these new contract terms will affect our revenue and related costs, it
will have no impact on our margins or income. As a result, reported revenues for
2005 are not directly comparable with 2004 results.

Contribution:

     Our 2005 contribution of $14.7 million increased approximately $2.9
million, or 24.7% from 2004. As a percentage of revenue, our contribution margin
increased to 11.5% in 2005 versus 11.0% in 2004. On a pro forma basis, adjusting
pharmaceutical revenue for the 2005 contract change, the contribution as a
percentage of revenue would have been level at approximately 12.8%. The
following factors had a significant impact on contribution:

     Provider Services -

     Contribution from Provider Services increased by $1.2 million, or 11.6.%,
to $11.5 million in 2005, from $10.3 million in the prior year. Our two most
recently added Partner locations in Seattle and Southern California generated
$1.3 million of increased contribution. Contribution at our remaining six
Partners was approximately $0.2 million less in 2005 than in 2004. Despite
higher revenues, due to the planned phase in of fee reductions at three clinics
which has been previously disclosed, the contribution declined. Contribution
earned from providing certain administrative services to the captive insurance
company totaled approximately $0.1 million in 2005, its first year of operation.
The contribution from our Affiliate clinics generated contribution of $0.9
million in 2005, consistent with their contribution in 2004.

     Consumer Services -

     Contribution from our Shared Risk Refund program rose by $1.6 million, or
approximately 160%, to $2.6 million for the year ended December 31, 2005, from
$1.0 million in 2004. Higher patient volume and favorable pregnancy outcomes
during early treatment cycles, helped drive this performance.

     Pharmaceutical contribution was $0.7 million in 2005, up $0.2 million, or
28.9%, from $0.5 million in 2004. This increase in contribution, driven by
increased product shipments, is a result of our continuing efforts to distribute
our pharmaceutical services throughout our expanding network base.

General and Administrative Expenses:

     General and Administrative expenses are comprised of salaries, benefits,
corporate regulatory, operational and support costs not specifically related to
our clinics or other product offerings. These expenses increased $2.4 million in
2005, over 2004 levels. Approximately $1.7 million of this increase relates to
planned headcount and compensation increases required to generate and support
our growing revenue streams. Sarbanes-Oxley and other regulatory compliance
efforts contributed an additional $0.4 million of increased costs in 2005 versus
2004. As a percentage of contribution, general and administrative expenses were
82.5% in 2005 and 82.9% in 2004.


                                       21


Interest:

     Interest income increased to $0.5 million for the year ended December 31,
2005, from $0.3 million in 2004. This increase is primarily attributed to income
earned from capital investments at several Partner clinics.

     Interest expense was level at $0.3 million in both years with relatively
stable average balances of debt outstanding.

Provision for Income taxes:

         Our provision for income tax was approximately $1.1 million in 2005,
compared to $0.8 million in 2004. Our effective tax rate for 2005 was
approximately 36.3% in 2005 and 40.2% in 2004. Both years reflect a provision
for both state and Federal taxes.

Off-balance Sheet Arrangements

     In December 2003, the FASB issued FASB Interpretation No. 46 (FIN 46R
revised December 2003), "Consolidation of Variable Interest Entities," ("VIE's")
which replaced FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities," issued in January 2003. FIN 46R addresses how a business enterprise
should evaluate whether it has a controlling financial interest in an entity
through means other than voting rights and accordingly should consolidate the
entity. As part of our ongoing business, we do not participate in transactions
that generate relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or VIE's,
which would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. As of
December 31, 2006, we were not involved in any unconsolidated VIE transactions.

 Liquidity and Capital Resources

     As of December 31, 2006, we had approximately $32.2 million of cash and
cash equivalents on hand as compared to $22.5 million at December 31, 2005.
Additionally, we had working capital of approximately $12.3 million, at December
31, 2006, an increase of $5.6 million from working capital of $6.7 million as of
December 31, 2005. Our increased liquidity is attributed cash generated from
operations and working capital changes related to accruals and Shared Risk
Refund patient deposits.

     Shared Risk Refund patient deposits, which are reflected as a current
liability, represent funds received from patients in advance of treatment
cycles. These deposits, which represent prepayments of future revenues from
patients without full insurance coverage totaled approximately $6.5 million and
$4.7 million as of December 31, 2006 and 2005, respectively. These deposits are
a significant source of recurring cash flow and represent interest free
financing for us.

     As of December 31, 2006, we did not have any significant contractual
commitments for the acquisition of fixed assets or construction of leasehold
improvements, however, we have budgeted upcoming capital expenditures of
approximately $4.4 million for 2007. These expenditures are primarily related to
the expansion of our existing Partner centers. We believe that working capital
and, specifically, cash and cash equivalents remain at adequate levels to fund
our operations. We also believe that the cash flows from our operations plus our
available credit facility will be sufficient to provide for our future liquidity
needs for the next twelve months.

     In December 2005, we amended our existing credit facility with Bank of
America. The amended facility is comprised of a $10.0 million three-year
revolving line of credit and a $10.0 million 5 year term loan. As of December
31, 2006, $8.7 million of the term loan was outstanding with a remaining term of
4 years. Proceeds of approximately $3.2 million from the new term loan were used
to repay the outstanding balance on our previous term loan with Bank of America.

     Each component of this amended credit facility bears interest by reference
to Bank of America's prime rate or LIBOR, at our option, plus a margin, which is
dependent upon a leverage test, ranging from 1.75% to 2.50% in the case of
LIBOR-based loans. Prime based loans are made at Bank of America's prime rate
and do not contain an additional margin. Interest on the prime-based loans is
payable monthly and interest on LIBOR-based loans is payable on the last day of
each applicable interest period. As of December 31, 2006, interest on both the
term loan and revolving credit line were payable at a rate of approximately
7.5%. Unused amounts under the working capital revolver bear a commitment fee of
0.25% and are payable quarterly.

     Availability of borrowings under the working capital revolver is based on
eligible accounts receivable, as defined in the credit agreement. As of December
31, 2006, we had no outstanding balance on our $10 million revolving line of


                                       22


credit. Due to lower eligible accounts receivable, resulting from increased
collections, approximately $9.6 million of the revolving line of credit was
available to us.

     In order to mitigate the interest rate risk associated with our term loan,
we entered into an interest rate swap agreement with Bank of America in April
2006. The effect of this swap transaction was to effectively fix the interest
rate on our term loan at 5.42%, plus the applicable margin for the life of the
loan.

     Our Bank of America credit facility is collateralized by all of our assets.
As of December 31, 2006, we
were in full compliance with all applicable debt covenants. We are also
continuously reviewing our credit agreements and may renew, revise or enter into
new agreements from time to time as deemed necessary.

Significant Contractual Obligations and Other Commercial Commitments:

     The following summarizes our contractual obligations and other commercial
commitments at December 31, 2006, and the effect such obligations are expected
to have on our liquidity and cash flows in future periods.



                                                               Payments Due by Period

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

                                                                                      
Notes Payable.................    $ 8,690,000       $1,428,000       $ 7,262,000     $        --    $        --
Capital lease obligations.....         75,000           75,000                --              --             --
Operating leases..............     50,605,000        7,389,000        18,042,000      10,000,000     15,174,000
Partners capital and
    other obligations.........             --               --                --              --             --
Total contractual cash
    obligations...............    $59,370,000       $8,892,000       $25,304,000     $10,000,000    $15,174,000
                                  ===========       ==========       ===========     ===========    ===========

                                                      Amount of Commitment Expiration Per Period

                                       Total      Less than 1 year    1 - 3 years   4 - 5 years      After 5 years
                                   ----------     ----------------   -------------  -------------    -------------
Lines of credit...............    $ 9,575,000       $       --        $9,575,000     $         --   $         --
                                  ===========       ==============    ==========     ============   ==============


     We also have commitments to provide working capital financing to our
Partner locations. A significant portion of this commitment is our transactions
with the medical practices themselves. Our responsibilities to the medical
practices are to provide financing for their accounts receivable and to hold
patient deposits on their behalf as well as undistributed physician earnings.
Disbursements to the medical practices generally occur on or before the 20th
business day of each month. The medical practice's repayment hierarchy consists
of the following:

(i)           We provide a cash credit to the practice for billings to patients
              and insurance companies;

(ii)          We reduce the cash credit for clinic expenses that we have
              incurred on their behalf;

(iii)         We reduce the cash credit for the base portion of our Service Fee
              which relates to the Partner revenues;

(iv)          We reduce the cash credit for the variable portion of our Service
              Fee which relates to the Partner earnings; and

(v)           We disburse to the medical practice the remaining cash amount
              which represents the physicians' undistributed earnings.

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

New Accounting Pronouncements

     In June 2006, the FASB issued FASB Interpretation, or FIN, No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of SFAS No.
109," which clarifies the accounting for uncertainty in income taxes recognized


                                       23


in financial statements in accordance with SFAS No. 109, "Accounting for Income
Taxes." FIN No. 48 prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. The provisions of FIN No. 48 are
effective for fiscal years beginning after December 15, 2006, with the
cumulative effect of the change in accounting principle recorded as an
adjustment to opening retained earnings. The Company is in the final phase of
evaluating the impact of adopting FIN No. 48. We do not anticipate any
significant impact to our financial position or results of operations as a
result of applying this statement.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
This statement defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. The Statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and will become effective for us beginning with the first
quarter of 2008. We have not yet determined the impact of the adoption of SFAS
No. 157 on our financial statements and note disclosures.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB No. 108), "Consideration of Prior Years' Errors in
Quantifying Current Year Misstatements", the SEC Staff provides guidance
concerning the process to be followed in considering the impact of prior years'
errors in quantifying misstatements in the current year. To address diversity in
practice, SEC Staff Accounting Bulletin expresses the SEC Staff's views
regarding the process to be applied in considering the effects of prior years'
misstatements when quantifying misstatements in the current year's financial
statements, correction of existing accumulated balance sheet misstatements
(i.e., from immaterial errors in prior years) should be accomplished by
correcting the financial statements of affected previous years. The Staff notes,
however, that in such a case, previously filed reports would not require
amendment; rather, corrections should be made the next time such prior years'
statements are filed with the Commission. The guidance in SAB No 108 was applied
to financial statements for the year ended December 31, 2006. In evaluating SAB
No.108, we do not believe that our financial statements contain such
misstatements.

     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement also establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. This Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and will become effective for us
beginning with the first quarter of 2008. We have not yet determined the impact
of the adoption of SFAS No. 159 on our financial statements and footnote
disclosures.

ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk

     In the normal course of business our interest income and expense items are
sensitive to changes in the general level of interest rates. During the second
quarter of 2006 we entered into a derivative transaction designed to hedge our
variable interest rate term loan. As a result of this derivative transaction we
have successfully shielded ourselves from interest rate risks associated with
this loan as the hedge instrument essentially converts the loan to a fixed rate
instrument. We are currently subject to interest rate risks associated with our
short term investments and certain advances to our Partner clinics, both of
which are tied to either short term interest rates or the prime rate. As of
December 31, 2006, a one percent change in interest rates would impact our
pre-tax income by approximately $250,000 annually.


ITEM 8.    Financial Statements and Supplementary Data

     See Index to Financial Statements on page F-1.

ITEM 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure

     None.

ITEM 9A. Controls and Procedures

     (a) Evaluation of disclosure controls and procedures.


     Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15 under the Exchange Act) as of December 31,
2006 (the "Evaluation Date"). Based upon that evaluation, the Chief Executive


                                       24


Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were ineffective in timely alerting them
to the material information relating to us required to be included in our
periodic SEC filings, on the basis of the material weaknesses in our internal
control over financial reporting identified below.


     Section 404 of the Sarbanes-Oxley Act requires us to provide an assessment
of the effectiveness of our internal control over financial reporting as of the
end of fiscal year 2007. We are in the process of performing the system and
process documentation, evaluation and testing necessary to make its assessment.
We have not completed this process or its assessment. In the process of
evaluation and testing, we may identify deficiencies that will require
remediation.


     (b) Changes in internal controls.

       During 2006, management concluded, and subsequently reported to the Audit
Committee of the Board of Directors the following material weaknesses in our
internal control over financial reporting: (a) a lack of sufficient oversight
over and proper segregation of duties with respect to the process of initiating,
authorizing, recording and processing certain period end closing transactions,
as well as the design effectiveness of related fraud detection controls at one
of our Partner locations, and (b) not properly accounting for the deferred
income tax aspects of acquiring the stock of Reproductive Partners, Inc. in
January 2005, resulting in an error in our audited financial statements for the
fiscal year ended December 31, 2005 and our unaudited financial statements and
financial information for the periods ended March 31, 2006 and June 30, 2006.
The error was found after we reviewed our accounting for the above-mentioned
transaction and noted that we did not properly account for the difference
between the amount paid in the transaction (the book basis) and the tax basis of
the assets acquired and therefore we understated the asset acquired and also
understated the related deferred tax accounts. The related financial statements
have been restated in order to correct the error in accordance with Financial
Accounting Standards Board Emerging Issues Taskforce Issue No. 98-11 "Accounting
for Acquired Temporary Differences in Certain Purchase Transactions That Are Not
Accounted for as Business Combinations".

       With regard to (a), we have evaluated the processes related to period end
closing transactions at our other locations and have found the control weakness
is isolated to the one Partner location. To remediate the material weakness
referred to above, we have made personnel changes and changes in assigned roles
and responsibilities, which we believe have corrected the control weakness we
identified. With regard to (b), we have evaluated our internal resources related
to income tax accounting and have supplemented these resources with external tax
accounting and tax disclosure expertise, particularly with respect to accounting
for non-routine transactions.
       Other than the changes referred to above, there has been no change in the
Company's internal control over financial reporting during the fourth quarter
ended December 31, 2006 that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.


ITEM 9B.  Other Information

     None.

                                       25



                                    PART III

ITEM 10. Directors and Executive Officers of the Registrant

     Our Board of Directors has adopted a Code of Business Conduct that is
applicable to all of our directors, officers and employees, a copy of which has
previously been filed with the SEC. Any material changes made to our Code of
Business Conduct or any waivers granted to any of our directors and executive
officers will be publicly disclosed by filing a current report on Form 8-K. A
copy of our Code of Business Conduct as well as charters for our Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee, which comply with the corporate governance rules of NASDAQ, are
available on our website at . In addition, copies of such documents are also
available to our shareholders upon request by contacting our Investor Relations
Department at 914-253-8000 or through an e-mail request from our website at
www.integramed.com.

     The other information required by this Item is incorporated by reference to
the applicable information in the definitive proxy statement for our 2007 annual
meeting of shareholders, which is to be filed with the SEC within 120 days after
our fiscal year end, including the information set forth under the captions
"Election of Directors for a Term of One Year", "Section 16 (a) Beneficial
Ownership Reporting Compliance" and "Committees of the Board".

ITEM 11. Executive Compensation

     The information required by this Item is incorporated by reference to the
applicable information in the definitive proxy statement for our 2007 annual
meeting of shareholders, which is to be filed with the SEC within 120 days after
our fiscal year end, including the information set forth under the captions
"Executive Compensation", "Director Compensation" and "Compensation Committee
Interlocks and Insider Participation".

ITEM 12. Security Ownership of Certain Beneficial Owners and Management,
         and Related Stockholder Matters

     The information required by this Item is incorporated by reference to the
applicable information in the definitive proxy statement for our 2007 annual
meeting of shareholders, which is to be filed with the SEC within 120 days after
our fiscal year end, including the information set forth under the caption
"Security Ownership".

ITEM 13. Certain Relationships and Related Transactions

     The information required by this Item is incorporated by reference to the
applicable information in the definitive proxy statement for our 2007 annual
meeting of shareholders, which is to be filed with the SEC within 120 days after
our fiscal year end, including the information set forth under the caption
"Certain Relationships and Related Transactions".

ITEM 14. Principal Accountant Fees and Services

     The information required by this Item is incorporated by reference to the
applicable information in the definitive proxy statement for our 2007 annual
meeting of shareholders, which is to be filed with the SEC within 120 days after
our fiscal year end, including the information set forth under the caption
"Independent Public Accountants".

                                     PART IV

ITEM 15.  Exhibits and Financial Statement Schedule

         (a)   (1)    Financial Statements.

               (2)    The  exhibits  that are  listed on the  Index to  Exhibits
                      herein which are filed herewith as a management  agreement
                      or compensatory  plan or arrangement  are: 14.2; 21; 23.1;
                      23.2; 31.1; 31.2; 32.1; and 32.2.

         (b) Exhibits. The list of exhibits required to be filed with this
         Annual Report on Form 10-K is set forth in the Index to Exhibits
         herein.



                                       26



                              FINANCIAL STATEMENTS

                              Item 8 and 15 (a)(1)

                                    Contents

                                                                          Page
INTEGRAMED AMERICA, INC.

        Reports of Independent Registered Public Accounting Firms .......  F-2
        Consolidated Balance Sheets as of December 31, 2006 and 2005.....  F-3
        Consolidated Statements of Operations for the years ended
           December 31, 2006, 2005 and 2004..............................  F-4
        Consolidated Statements of Shareholders' Equity for the
           years ended December 31, 2006, 2005 and 2004..................  F-5
        Consolidated Statements of Cash Flows for the years ended
           December 31, 2006, 2005 and 2004..............................  F-6
        Notes to Consolidated Financial Statements.......................  F-7

FINANCIAL STATEMENT SCHEDULE

        Reports of Independent Registered Public Accounting Firms
           on Financial Statement Schedule II............................ S-1
        Valuation and Qualifying Accounts................................ S-2




                                      F-1


                  Report of Independent Registered Public Accounting Firms

To the Board of Directors and Shareholders of
IntegraMed America, Inc.:

In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of IntegraMed
America, Inc. and its subsidiaries at December 31, 2004, and the results of
their operations and their cash flows for the year ended December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 8 and 15 (a) (1) presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audit. We conducted our audit of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts
February 16, 2005, except for Note 3 as to which the date is March 24, 2006 and
except for the effects of a stock split described in Note 12 as to which the
date is March 19, 2007


To the Board of Directors and Shareholders of
IntegraMed America, Inc.:

We have audited the consolidated balance sheets of IntegraMed America, Inc. as
of December 31, 2006 and 2005, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IntegraMed America,
Inc. at December 31, 2006 and 2005, and the results of its operations and its
cash flows for the year ended December 31, 2006 and 2005, in accordance with
accounting principles generally accepted in the United States of America.

During the year ended December 31, 2006, the Company has changed its method of
accounting for stock-based compensation.

/s/Amper, Politziner & Mattia, P.C.
Edison, New Jersey
March 19, 2007


                                      F-2




                            INTEGRAMED AMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
                (all amounts in thousands, except share amounts)




                                                                                          December 31,
                                                                                   ----------------------
                                                                                      2006          2005
                                                                                   ---------      -------

                                     ASSETS
                                                                                            
Current assets:
   Cash and cash equivalents ...................................................   $ 32,184       $ 22,521
   Pharmaceutical and other receivables, net ...................................        445            490
   Deferred income taxes, net ..................................................      2,472            999
   Prepaids and other current assets ...........................................      2,927          2,768
                                                                                   --------       --------
       Total current assets ....................................................     38,028         26,778

   Fixed assets, net ...........................................................     13,900         14,877
   Exclusive Service Rights and other intangibles, net .........................     22,905         24,388
   Other assets ................................................................        689            590
                                                                                   --------       --------
       Total assets ............................................................   $ 75,522       $ 66,633
                                                                                   ========       ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................................................   $  1,507       $    917
   Accrued liabilities .........................................................     11,850          8,023
   Current portion of long-term notes payable and other obligations ............      1,505          1,500
   Due to medical practices ....................................................      4,299          4,949
   Shared Risk Refund program patient deposits .................................      6,526          4,739
                                                                                   --------       --------
       Total current liabilities ...............................................     25,687         20,128

Deferred income taxes ..........................................................      1,732          1,058
Long-term notes payable and other obligations ..................................      7,269          8,647
                                                                                   --------       --------

Total Liabilities ..............................................................     34,688         29,833

Commitments and Contingencies

Shareholders' equity:
   Common Stock, $.01 par value - 15,000,000 shares authorized in 2006 and 2005
     respectively; 6,498,480 and 6,378,284 shares issued and
     outstanding in 2006 and 2005, respectively ................................         65             64
   Capital in excess of par ....................................................     49,261         49,734
   Accumulated other comprehensive income ......................................         (9)            --
   Deferred Compensation .......................................................       --             (354)
   Treasury stock, at cost - 0 and 132,210 shares in 2006 and 2005, respectively       --             (937)
   Accumulated deficit .........................................................     (8,483)       (11,707)
                                                                                   --------       --------
       Total shareholders' equity ..............................................     40,834         36,800
                                                                                   --------       --------

       Total liabilities and shareholders' equity ..............................   $ 75,522       $ 66,633
                                                                                   ========       ========




        See accompanying notes to the consolidated financial statements.



                                      F-3



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

                                              For the years ended December 31,
                                             ----------------------------------
                                                2006         2005        2004
                                             ---------    ---------   --------

Revenues, net
   Provider Services .....................   $ 113,958    $ 106,229   $  87,367
   Consumer Services .....................      12,480       22,580      20,286
                                             ---------    ---------   ---------
        Total revenues ...................     126,438      128,809     107,653

Costs of services and sales:
   Provider Services costs ...............     102,690       94,849      77,099
   Consumer Services costs ...............       8,090       19,240      18,746
                                             ---------    ---------   ---------
      Total costs of services and sales ..     110,780      114,089      95,845
                                             ---------    ---------   ---------

Contribution
   Provider Services contribution ........      11,268       11,380      10,268
   Consumer Services contribution ........       4,390        3,340       1,540
                                             ---------    ---------   ---------
      Total contribution .................      15,658       14,720      11,808

General and administrative expenses ......      12,305       12,205       9,789
Interest income ..........................      (1,073)        (520)       (259)
Interest expense .........................         695          328         295
                                             ---------    ---------   ---------
     Total other expenses ................      11,927       12,013       9,825
                                             ---------    ---------   ---------

Income before income taxes ...............       3,731        2,707       1,983
Income tax provision .....................         507          984         797
                                             ---------    ---------   ---------

Net income ...............................   $   3,224    $   1,723   $   1,186
                                             =========    =========   =========

Basic and diluted net earnings per share :
     Basic earnings per share ............   $    0.50    $    0.28   $    0.21
                                             =========    =========   =========
     Diluted earnings per share ..........   $    0.49    $    0.28   $    0.20
                                             =========    =========   =========

     Weighted average shares - basic .....       6,472        6,049       5,775
                                             =========    =========   =========
     Weighted average shares - diluted ...       6,555        6,254       6,039
                                             =========    =========   =========



        See accompanying notes to the consolidated financial statements.



                                      F-4


                            INTEGRAMED AMERICA, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           (all amounts in thousands)




                                                                   Accumulated
                                     Common Stock     Capital in  Comprehensive  Deferred    Treasury  Stock Accumulated  Total
                                    Shares   Amount  Excess of Par   Income    Compensation  Shares    Amount  Deficit   Equity
                                    ------   ------  -------------   ------    ------------  ------    ------  -------   ------

                                                                                              
BALANCE AT DECEMBER 31, 2003         5,759     $59    $48,148        $   --         $(315)      113     $(426) $(14,616) $32,850
Stock grants issued, net                54      --        211            --          (219)       --        --        --       (8)
Stock grant compensation expense
   amortization                         --      --         --            --           241        --        --        --      241
Exercise of common stock options       341       2        907            --            --        --        --        --      909
Treasury stock transactions, net      (228)     (1)      (823)           --            --       (61)       89        --     (735)
Net income for the year ended 12/31/04  --      --         --            --            --        --        --     1,186    1,186
                                     -----   -----       -----         -----         -----     -----     -----    -----    -----

BALANCE AT DECEMBER 31, 2004         5,926      60     48,443            --          (293)       52      (337)  (13,430)  34,443
Stock grants issued, net                65       1        436            --          (451)       --        --        --      (14)
Stock grant compensation expense
   amortization                         --      --         --            --           390        --        --        --      390
Exercise of common stock options       385       3        855            --            --        --        --        --      858
Treasury stock transactions, net         3      --         --            --            --        81      (600)       --     (600)
Net income for the year ended 12/31/05  --      --         --            --            --        --        --     1,723    1,723
                                       ----   ----      -----         -----         -----     -----     -----     -----    -----

BALANCE AT DECEMBER 31, 2005         6,379      64     49,734            --          (354)      133      (937)  (11,707)  36,800
Reclass due to adoption of FAS 123R     --      --       (354)           --           354        --        --        --       --
Stock grants issued, net                85       1         58            --            --        --        --        --       59
Stock grant compensation expense
   amortization                         --      --        405            --            --        --        --        --      405
Exercise of common stock options       187       1        498            --            --        --        --        --      499
Amortization of common stock option
   compensation expense                 --      --         87            --            --        --        --        --       87
Gain (loss) on hedging transaction      --      --         --           (9)            --        --        --        --       (9)
Retirement of Treasury stock, net
   of shares issued upon exercise
   of options or issuance of
   stock grants                       (153)     (1)     1,167)           --            --      (133)      937        --     (231)
Net income for the year ended 12/31/06  --      --         --            --            --        --        --     3,224    3,224
                                     -----     ---    -------          ----         -----     -----    ------   -------   ------

BALANCE AT DECEMBER 31, 2006         6,498     $65    $49,261          $(9)        $   --        --    $   --   $(8,483) $40,834
                                     =====     ===    =======          ===         ======     =====    ======   =======  =======


        See accompanying notes to the consolidated financial statements.


                                      F-5



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




                                                                        For the years ended December 31,
                                                                      -----------------------------------
                                                                        2006         2005         2004
                                                                      -------      ---------    ---------
                                                                                      
Cash flows from operating activities:
    Net income .....................................................   $  3,224    $  1,723    $  1,186
    Adjustments to reconcile net income to
      Net cash provided by operating activities:
      Depreciation and amortization ................................      5,705       5,454       4,239
      Deferred income tax provision ................................       (799)      1,421         427
      Stock-based compensation .....................................        492         390         241
    Changes in assets and liabilities Decrease (increase) in assets:
         Pharmaceutical and other accounts receivable ..............         45         856         201
         Prepaids and other current assets .........................       (159)       (725)      1,214
         Other assets ..............................................        (99)       (180)       (132)
      Increase (decrease) in liabilities:
         Accounts payable ..........................................        590         398        (741)
         Accrued liabilities .......................................      3,827         450       3,269
         Due to medical practices ..................................       (650)      1,571       4,364
         Shared Risk Refund program patient deposits ...............      1,787       1,967       1,149
                                                                       --------    --------    --------
Net cash provided by operating activities ..........................     13,963      13,325      15,417
                                                                       --------    --------    --------

Cash flows from investing activities:
    Payment for exclusive Partner service rights ...................       --        (3,329)     (1,203)
    Acquisition of other intangibles ...............................        (12)       --           (38)
    Proceeds from sale of fixed assets .............................        514        --          --
    Purchase of fixed assets and leasehold improvements ............     (3,747)     (3,968)     (7,662)
                                                                       --------    --------    --------
Net cash used in investing activities ..............................     (3,245)     (7,297)     (8,903)
                                                                       --------    --------    --------

Cash flows from financing activities:
    Issuance of Debt ...............................................       --        10,000        --
    Principal repayments on debt ...................................     (1,310)     (5,026)     (2,213)
    Principal repayments under capital lease obligations ...........        (72)        (66)        (59)
    Transactions related to common stock ...........................        327         285         173
                                                                       --------    --------    --------
Net cash (used in) provided by financing activities ................     (1,055)      5,193      (2,099)
                                                                       --------    --------    --------
Net increase in cash and cash equivalents ..........................      9,663      11,221       4,415
Cash and cash equivalents at beginning of period ...................     22,521      11,300       6,885
                                                                       --------    --------    --------
Cash and cash equivalents at end of period .........................   $ 32,184    $ 22,521    $ 11,300
                                                                       ========    ========    ========


        See accompanying notes to the consolidated financial statements.


                                      F-6



                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY:

     IntegraMed America, Inc. offers products and services to patients and
providers in the fertility industry. We have developed a network comprised of
twenty-nine contracted fertility centers in major markets across the United
States, products and services designed to support fertility center growth,
products in the pharmaceutical and patient financing areas, a Shared Risk Refund
program and captive insurance offerings. Twenty-one affiliated fertility centers
purchase discrete service packages provided by us and eight fertility centers
have access to our entire portfolio of products and services under our
comprehensive Partner program. All twenty-nine centers have access to our
consumer services, principally pharmaceutical products, our Shared Risk Refund
product and patient financing products.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Basis of consolidation --

     The consolidated financial statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries. We principally derive our
revenues from contracts with fertility centers, fees from patients enrolling in
our Shared Risk Refund program and the sale of pharmaceutical products. We do
not have a controlling financial interest in any of the medical practices to
which we provide services and as such do not consolidate their results.

   Stock split effected in the form of a stock dividend  --

     In June 2006 and June 2005, we effected a 25% and a 30% stock split
respectively, in the form of a stock dividend. Where applicable we have restated
our capital accounts, shares outstanding, weighted average shares and earnings
per share calculations for all years in these financial statements and related
footnotes to reflect these transactions.

   Revenue and cost recognition --

   Partner service fees

     Under all eight of our Partner agreements, we receive as compensation for
our services a three-part fee comprised of: (i) a tiered percentage of the
fertility centers net revenues, (ii) reimbursed costs of services (costs
incurred in servicing a fertility center and any costs paid on behalf of the
fertility center) and (iii) a either a fixed percentage, or a fixed dollar
amount of the fertility centers earnings after services fees, which may be
subject to further limits. All revenues from Partner contracts are recorded in
the period services are rendered. Direct costs incurred by us in performing our
services and costs incurred on behalf of the medical practices are reported as
costs of services. Revenue and costs are recognized in the same period in which
the related services have been performed.

     Affiliate Service Fees

     Under all twenty one of our Affiliate agreements, we receive as
compensation for our services a fixed fee dependent upon the level of service
provided. All revenues and costs from Affiliate contracts are recorded in the
period services are rendered.


                                      F-7


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Shared Risk Refund Program

     The Shared Risk Refund program consists of a fertility treatment package
that includes a fixed number of treatment cycles for one fixed price with a
significant refund if the patient does not take home a baby. We receive payment
directly from consumers who qualify for the program and pay contracted fertility
centers a defined reimbursement for each treatment cycle performed. Partial
revenue is recorded upon the initiation of treatment, with remaining revenues
recorded upon patient's becoming pregnant. A reserve is maintained for
potentially refundable amounts if patients do not take home a baby. This reserve
is calculated based on the clinical outcomes of current and former patients
enrolled in the program and had a balance of $281,000 and $293,000 as of
December 31, 2006 and 2005, respectively. Expenses related to the program are
recorded as incurred.

     Pharmaceutical Sales

     Revenues and related expenses from pharmaceutical sales are recorded upon
shipment to customers. Prior to October 1, 2005, these revenues represented the
actual sales value of the pharmaceuticals sold and we recorded cost of sales
equal to the product cost. Subsequent to October 1, 2005 our revenues are
comprised of marketing fees related to these pharmaceutical sales, and we not
longer have a cost of sales component.

     This change in the composition of our revenues and costs was a result of a
contractual change in the way we manage our pharmaceutical business. Through
September 30, 2005, we marketed pharmaceutical products directly to patients
throughout our network and we had contracted with ivpcare, inc., to provide
certain business services related to the distribution of and accounting for
these sales. Effective October 1, 2005, this agreement was terminated and
replaced by a new agreement between us and ivpcare, inc. Under the terms of the
new agreement, we are no longer a direct distributor of pharmaceutical products
to patients as this function is being performed directly by ivpcare. Our
responsibilities are limited to marketing the products for which we will be
compensated. This compensation will approximate our previous contribution from
those pharmaceutical sales and services, and will be shown on a "net" rather
than "gross" basis. As a result, as of October 1, 2005, we no longer record
pharmaceutical sales, the related cost of sales and other costs related to
pharmaceutical distribution. We anticipate a significant decrease in revenues
and cost of sales; however (assuming the same volume of pharmaceutical products
is distributed) contribution from operations and income before income taxes, as
well as net income, will be virtually unaffected by this contract change.

     Patient Financing

     A fertility treatment cycle can be an expensive process for which many
patients do not have full medical insurance coverage. As a service to these
patients, we can arrange financing to qualified patients of our network at rates
significantly lower than credit cards and other finance companies. Our financing
operations are administered by a third party vendor and loans are made to
qualified patients by an independent bank or finance organization. We are not at
risk for loan losses and receive a placement fee from the lender involved. Since
many financing transactions are closely associated with our Shared Risk Refund
program, financing revenues, which we receive and record at the time the loans
are closed, are reported as part of that program.

     Use of Estimates -

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Our most significant estimates include a reserve
for estimated refunds due to pregnancy loss in our Shared Risk Refund Program
and the valuation allowance, or lack thereof, related to our deferred tax
assets.



                                      F-8

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Due to Medical Practices --

     Due to Medical Practices represents the net amounts owed by us to medical
practices contracted as Partners. This balance is comprised of amounts due to us
by the medical practices for funds which we advanced for use in financing their
accounts receivable, less balances owed to the medical practices by us for
undistributed physician earnings and patient deposits we hold on behalf of the
medical practices.

   Exclusive Service Rights --

     Exclusive service rights represent payments we made for the right to
service certain fertility centers and are valued at cost less accumulated
amortization, which is provided on a straight-line basis over the service length
of the contract, usually ten to twenty-five years. We periodically review our
exclusive business service rights to assess recoverability; a charge would be
recognized in the consolidated statement of operations if an impairment was
determined to have occurred. Recoverability is determined based on undiscounted
expected earnings from the related business over the remaining amortization
period.

   Long Lived Assets --

   Under current accounting standards our long lived assets are subject to
annual impairment testing and we may be subject to impairment losses as a
result. If we record an impairment loss, it may have a material adverse effect
on our results of operations for the year in which the impairment is recorded.
As of December 31, 2006, none of our long lived assets were deemed to be
impaired.

   Cash and cash equivalents --

     Cash and cash equivalents primarily include all highly liquid debt
instruments with original maturities of three months or less, recorded at cost,
which approximates market.

   Stock based employee compensation --

     Historically, the Company accounted for stock-based compensation under the
recognition and measurement principles of Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees" (APB 25"), and
related interpretations and disclosure provisions of Statement of Accounting
Standards SFAS 123 "Accounting For Stock-Based Compensation". Under this
pronouncement, no compensation expense related to stock option plans was
reflected in the Company's Consolidated Statements of Operations as all options
had an exercise price equal to the market value of the underlying common stock
on the date of grant. Compensation cost for non-vested restricted stock grants
was recorded based on its market value on the date of grant and was included in
the Company's Consolidated Statements of Operations ratably over the vesting
period. Upon the grant of non-vested restricted stock, deferred compensation was
recorded as an offset to additional paid-in capital and was amortized on a
straight-line basis as compensation expense over the vesting period.

     On January 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123R (revised 2004), "Share-Based Payment"
("SFAS 123R") which requires that the costs resulting from all share-based
payment transactions be recognized in the financial statements at their fair
values.

     We account for our stock option plans under the provisions of Financial
Accounting Standard (FAS) 123 (revised 2004), "Accounting for Stock-Based
Compensation", and FAS 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure". Under the Prospective transition method we selected,
fair value accounting is applied to all new stock grants and modifications to
old grants since January 1, 2003, with footnote disclosure of pro-forma net
income and EPS for any pre-adoption grants. Since no options have been granted
in the years ended December 31, 2006, 2005 or 2004, as such no pro forma values
have been calculated. However, under the provisions of these standards, we did
record a pre-tax charge to income of approximately $87,000 during the year ended
December 31, 2006, relating to the options issued in 2002, which became fully
vested during 2006. As of December 31, 2006, there was no unamortized stock
compensation expense related to stock options..

     During the years ended December 31, 2006, 2005 and 2004, we issued
restricted stock grants to selected officers and members of the Board of
Directors. These stock grants vest over a three-year period for officers, and
one year for directors. These grants are valued at the closing market price on
the date granted with the associated compensation expense is recognized ratably


                                      F-9

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

over the vesting period. Compensation expense recognized in connection with the
restricted stock grants for the years ended December 31, 2006, 2005 and 2004 was
$405,000, $390,000 and $241,000, respectively. At December 31, 2006, the
remaining unamortized stock compensation expense for stock grants was $778,000
which will be recognized over a weighted average life of 5.1 years.

     The following table illustrates the effect on net income and earnings per
share as if we had applied the fair value recognition provisions of FAS No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation at
the beginning of 2004. (000's omitted, except per share amounts:

                                                          For the
                                                    twelve-month period
                                                    ended December 31,
                                               ------------------------------
                                                2006         2005      2004
                                               -------   -------   ----------
Net Income, as reported ....................   $ 3,224   $ 1,723   $   1,186

Less:  Stock-based compensation
determined under the fair value based method
net of related tax effects .................      --        (176)       (244)
                                               -------   -------   ---------

Pro forma net income .......................   $ 3,224   $ 1,547   $     942
                                               =======   =======   =========

Earnings per share:
     Basic-as reported .....................   $  0.50   $  0.28   $    0.21
                                               =======   =======   =========
     Basic-pro forma .......................   $  0.50   $  0.26   $    0.16
                                               =======   =======   =========

     Diluted-as reported ...................   $  0.49   $  0.28   $    0.20
                                               =======   =======   =========
     Diluted-pro forma .....................   $  0.49   $  0.25   $    0.16
                                               =======   =======   =========

   The above stock-based employee compensation values represent the vesting of
options issued prior to 2003. As no options have been issued during the
reporting period, disclosures for the weighted average fair value of options
granted, dividend yield, volatility, risk free rate and expected term are all
either zero or not applicable.

   Concentrations of credit risk --

     Financial instruments, which potentially expose us to concentrations of
credit risk consist primarily of pharmaceutical and other trade receivables
which totaled $458,000 and $606,000 as of December 31, 2006 and 2005
respectively. Our related reserves for uncollectible accounts totaled $13,000
and $116,000 as of December 31, 2006 and 2005 respectively.

   Income taxes --

     We account for income taxes utilizing the asset and liability approach in
accordance with Financial Accounting Standards No. 109, "Accounting For Income
Taxes" (FAS 109). Deferred tax assets and liabilities are recognized on
differences between the book and tax basis of assets and liabilities using
presently enacted tax rates. The income tax provision is the sum of the amount
of income tax paid or payable for the year as determined by applying the
provisions of enacted tax laws to the taxable income for that year and the net
change during the year in our deferred tax assets and liabilities. (See Note11).

   Earnings per share --

     We determine earnings per share in accordance with Financial Accounting
Standards No. 128) "Earnings Per Share" (FAS 128) Basic earnings per share is
calculated by dividing net income by the weighted average number of common
shares outstanding during the reporting period. Diluted earnings per share is
calculated by dividing net income by the weighted average number of common
shares, and potential common shares, outstanding during the reporting period.
(See Note 12)


                                      F-10

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Fair value of financial instruments --

     The fair value of a financial instrument, such as notes payable, represents
the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation. Significant
differences can arise between the fair value and carrying amounts of financial
instruments that are recorded at historical cost amounts. We believe that the
carrying amounts of cash and cash equivalents, our accounts receivable and
accounts payable approximate fair value due to their short-term nature.

     As of December 31, 2006 and 2005, the carrying amount of our long-term
liabilities approximates the fair value of such instruments based upon our best
estimate of interest rates that would be available to us for similar debt
obligations with similar maturities.

   New accounting pronouncements --

         In June 2006, the FASB issued FASB Interpretation, or FIN, No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of SFAS No.
109," which clarifies the accounting for uncertainty in income taxes recognized
in financial statements in accordance with SFAS No. 109, "Accounting for Income
Taxes." FIN No. 48 prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. The provisions of FIN No. 48 are
effective for fiscal years beginning after December 15, 2006, with the
cumulative effect of the change in accounting principle recorded as an
adjustment to opening retained earnings. We do not anticipate any significant
impact to our financial position or results of operations as a result of
applying this statement.

         In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." This statement defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements. The
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and will become effective for us beginning
with the first quarter of 2008. We have not yet determined the impact of the
adoption of SFAS No. 157 on our financial statements and note disclosures.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB No. 108), "Consideration of Prior Years' Errors in
Quantifying Current Year Misstatements", the SEC Staff provides guidance
concerning the process to be followed in considering the impact of prior years'
errors in quantifying misstatements in the current year. To address diversity in
practice, SEC Staff Accounting Bulletin expresses the SEC Staff's views
regarding the process to be applied in considering the effects of prior years'
misstatements when quantifying misstatements in the current year's financial
statements. statement, correction of existing accumulated balance sheet
misstatements (i.e., from immaterial errors in prior years) should be
accomplished by correcting the financial statements of affected previous years.
The Staff notes, however, that in such a case, previously filed reports would
not require amendment; rather, corrections should be made the next time such
prior years' statements are filed with the Commission. The guidance in SAB No
108 should be applied to financial statements for years ending after November
15, 2006. In evaluating SAB No.108, we do not believe that our financial
statements contain such misstatements.

     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." This Statement permits entities to
choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement also establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. This Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and will become effective for us
beginning with the first quarter of 2008. We have not yet determined the impact
of the adoption of SFAS No. 159 on our financial statements and footnote
disclosures.


                                      F-11

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 -- SEGMENT INFORMATION:

     We follow the requirements contained in Statement of Financial Accounting
Standards (SFAS) No.131, "Disclosures about Segments of an Enterprise and
Related Information", with respect to identifying and reporting business
segments. This statement requires that segment reporting reflect our
organizational structure, major revenue sources, line's of responsibility and
senior management's perspective of an organization. In order to better execute
our business strategy and prepare for opportunities offered in the healthcare
marketplace, we modified our reporting segments in 2005. We currently report two
major lines of business, our Provider Services, which is comprised of our
Partner and Affiliate segments, and our Consumer Services, which is comprised of
our Shared Risk and Pharmaceutical segments. Our 2004 results have also been
reclassified to reflect our new reporting segments as follows, (dollars in
thousands ):



                                                            Providers                          Consumers
                                               -----------------------------------     -----------------------
                                                            Fertility                  Shared
                                               Corporate    Partners    Affiliates      Risk   Pharmaceutical  Consolidated
                                               ---------    --------    ----------      ----   --------------  ------------

                                                                                            
For the Year ended December 31, 2006
     Revenues ..........................   $    --       $ 112,767    $   1,191    $  12,040    $     440     $ 126,438
     Cost of Services ..................        --         102,665           25        8,162          (72)      110,780
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Contribution ......................        --          10,102        1,166        3,878          512        15,658
     Operating Margin ..................        --             9.0%        97.9%        32.2%       116.4%         12.4%

     General and administrative ........      12,305          --           --           --           --          12,305
     Interest income, net ..............        (378)         --           --           --           --            (378)
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Income (loss) before income taxes .   $ (11,927)    $  10,102    $   1,166    $   3,878    $     512     $   3,731
                                           =========     =========    =========    =========    =========     =========
     Depreciation expense included above   $     614     $   3,594    $       2    $    --      $    --       $   4,210
     Capital expenditures ..............   $   1,075     $   2,672    $    --      $    --      $    --       $   3,747
     Total assets ......................   $  33,069     $  41,458    $     218    $     416    $     361     $  75,522

For the Year ended December 31, 2005
     Revenues ..........................   $    --       $ 105,277    $     952    $   8,391    $  14,189     $ 128,809
     Cost of Services ..................        --          94,763           86        5,760       13,480       114,089
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Contribution ......................        --          10,514          866        2,631          709        14,720
     Operating Margin ..................        --            10.0%        91.0%        31.4%         5.0%         11.4%

     General and administrative ........      12,205          --           --           --           --          12,205
     Interest income, net ..............        (192)         --           --           --           --            (192)
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Income (loss) before income taxes .   $ (12,013)    $  10,514    $     866    $   2,631    $     709     $   2,707
                                           =========     =========    =========    =========    =========     =========
     Depreciation expense included above   $     421     $   3,538    $    --      $    --      $    --       $   3,959
     Capital expenditures ..............   $     871     $   3,097    $    --      $    --      $    --       $   3,968
     Total assets ......................   $  22,992     $  41,207    $      46    $     241    $   2,147     $  66,633

For the Year ended December 31, 2004
     Revenues ..........................   $    --       $  86,080    $   1,287    $   4,548    $  15,738     $ 107,653
     Cost of Services ..................        --          76,706          393        3,557       15,189        95,845
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Contribution ......................        --           9,374          894          991          549        11,808
     Operating Margin ..................        --            10.9%        69.5%        21.8%         3.5%         11.0%

     General and administrative ........       9,789          --           --           --           --           9,789
     Interest expense, net .............          36          --           --           --           --              36
                                           ---------     ---------    ---------    ---------    ---------     ---------
     Income (loss) before income taxes .   $  (9,825)    $   9,374    $     894    $     991    $     549     $   1,983
                                           =========     =========    =========    =========    =========     =========
     Depreciation expense included above   $     352     $   2,660    $    --      $    --      $    --       $   3,012
     Capital expenditures ..............   $     543     $   7,119    $    --      $    --      $    --       $   7,662
     Total assets ......................   $  12,857     $  38,456    $      87    $     285    $   2,117     $  53,802



                                      F-12

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 -- SIGNIFICANT SERVICE CONTRACTS -
     For the years ended December 31, 2006, 2005, and 2004 the following
fertility centers each individually provided greater than 10% of the Company's
Revenues, net and/or contribution as follows:




                                           Percent of Company                     Percent of
                                              Revenues, net                      Contribution
                                        ---------------------------       ---------------------------
                                         2006      2005       2004         2006      2005       2004
                                        -------   ------     ------       -------   ------     ------
                                                                              
     R.S.C. of New England..........     10.7       9.6       11.3          9.3       10.8      13.4
     Fertility Centers of Illinois..     21.9      20.3       25.6         12.5       11.6      22.3
     Shady Grove Fertility Center...     22.6      21.1       21.5         14.6       21.6      24.9


NOTE 5 -- EXCLUSIVE SERVICE RIGHTS AND OTHER INTANGIBLES:

     Exclusive Service Rights and other intangibles at December 31, 2006 and
2005 consisted of the following (000's omitted):
                                                      2006            2005
                                                     ------         -------

        Exclusive Service rights...................  $32,644        $32,644
        Other intangibles..........................       51             38
        Less accumulated amortization..............   (9,790)        (8,294)
                                                      ------         ------
            Total..................................  $22,905        $24,388
                                                     =======         ======

     For the twelve months ended December 31, 2006 and 2005, amortization
expense related to our Exclusive Service Rights totaled approximately $1.5
million and $1.5 million, respectively. We do not amortize our other intangibles
as they have an indefinite useful life.

     Amortization expense of our Exclusive Service Rights in future years are as
follows (000's omitted):

                      2007...........................................   1,487
                      2008...........................................   1,479
                      2009...........................................   1,478
                      2010...........................................   1,478
                      2011...........................................   1,394
                      Thereafter.....................................  15,538
                                                                      -------
                      Total payments................................. $22,854
                                                                      =======

     On January 1, 2005, we acquired the right to provide business services to
Reproductive Partners Medical Group, Inc., a six physician fertility practice in
the Southern California area, for $3.3 million in cash. In addition, we
recognized approximately $2 million in deferred income tax liabilities resulting
from the application of EITF No. 98-11, which requires the gross-up of
intangibles and deferred income tax liabilities for the book vs. tax basis
differences resulting from this acquisition.

NOTE 6 -- FIXED ASSETS, NET:

     Fixed assets, net at December 31, 2006 and 2005 consisted of the following
(000's omitted):
                                                         2006          2005
                                                        ------       -------

    Furniture, office and computer equipment.......... $10,199       $8,460
    Medical equipment.................................   5,635        4,902
    Leasehold improvements............................  16,000       15,484
    Construction in progress..........................       3           --
    Assets under capital leases.......................     810          810
                                                        ------       ------
                                                            --           --
      Total...........................................  32,647       29,656
    Less -- Accumulated depreciation and amortization. (18,747)     (14,779)
                                                        ------       ------
                                                        $13,900      $14,877

                                      F-13

                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Our fixed assets are depreciated on a straight line basis. We generally
assign useful lives of five years to assets classified as furniture, fixtures,
office and medical equipment. Assets classified as computer hardware and
software are generally assigned a three year useful life and leasehold
improvements are depreciated over the lesser of their useful life, or the term
of the lease.

     Depreciation expense on fixed assets for the years ended December 31, 2006
and 2005 was $4,210,000, and $3,959,000, respectively. Assets under capital
leases primarily consist of computer and medical equipment. Accumulated
amortization related specifically to capital leases at December 31, 2006 and
2005 was $745,000 and $674,000, respectively.

     During the year ended December 31, 2006, we sold a variety of fixed assets
with an original cost of $756,000 to one of our Partner clinics. No gain or loss
was recorded on this transaction as the sales value was equal to the assets net
book value of $514,000.

NOTE 7 -- ACCRUED LIABILITIES:

     Accrued liabilities at December 31, 2006 and 2005 consisted of the
following (000's omitted):

                                                               2006       2005
                                                              ------    -------

         Accrued costs on behalf of Medical Practices.......  $4,587     $2,760
         New physician recruitment commitment...............      50        243
         Reserves for estimated Shared Risk patient refunds.     705        714
         Accrued incentives and benefits....................   2,902      2,223
         Accrued state taxes................................      89        109
         Other accrued taxes................................     757         --
         Accrued rent ......................................     827        755
         Accrued professional fees..........................     491        526
         Malpractice insurance deposits.....................      --         13
         Business insurance reserve.........................     109        125
         Other..............................................   1,333        555
                                                             -------     ------
         Total accrued liabilities.......................... $11,850     $8,023
                                                             =======     ======

NOTE 8 - DUE TO MEDICAL PRACTICES

     Due to Medical Practices is comprised of the net amounts owed by us to
medical practices contracted as Partners. This balance is comprised of amounts
due to us by the medical practices for funds which we advanced for use in
financing their accounts receivable, less balances owed to the medical practices
by us for undistributed physician earnings and patient deposits we hold on
behalf of the medical practices.
     As of December 31, 2006 and December 31, 2005, Due to Medical Practices was
comprised of the following balances:
                                                              2006        2005
                                                             -------     -------

       Advances to Partners...............................  $(12,732)  $(12,727)
       Undistributed Physician Earnings...................     2,839      3,721
       Physician practice patient Deposits................    14,192     13,955
                                                              ------     ------
       Due to Medical Practices, net......................    $4,299     $4,949
                                                              ======     ======

                                      F-14


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 -- NOTES PAYABLE AND OTHER OBLIGATIONS:

      Debt at December 31, 2006 and 2005 consisted of the following (000's
omitted):

                                                            2006          2005
                                                          ---------     ------

         Note payable to bank.............................   $8,690    $10,000
         Derivative Fair valuation adjustment.............        9         --
         Obligations under capital lease..................       75        147
                                                             ------     ------

         Total notes payable and other obligations........   $8,774    $10,147
         Less -- Current portion..........................   (1,505)    (1,500)
                                                             ------     ------

         Long-term notes payable and other obligations....   $7,269     $8,647
                                                             ======     ======

   Note payable to Bank --

   In December 2005, we amended our existing credit facility with Bank of
America. The amended facility is comprised of a $10.0 million three-year
revolving line of credit and a $10.0 million 5 year term loan. As of December
31, 2006, $8.7 million of the term loan was outstanding with a remaining term of
4 years. Proceeds of approximately $3.2 million from the new term loan were used
to repay the outstanding balance on our previous term loan with Bank of America.
No amounts were outstanding on the revolving line of credit as of December 31,
2006 or December 31, 2005..

     Each component of this amended credit facility bears interest by reference
to Bank of America's prime rate or LIBOR, at our option, plus a margin, which is
dependent upon a leverage test, ranging from 1.75% to 2.50% in the case of
LIBOR-based loans. Prime based loans are made at Bank of America's prime rate
and do not contain an additional margin. Interest on the prime-based loans is
payable monthly and interest on LIBOR-based loans is payable on the last day of
each applicable interest period. As of December 31, 2006, interest on both the
term loan and revolving credit line were payable at a rate of approximately
7.07%. In order to mitigate the interest rate risk associated with our term
loan, we entered into an interest rate swap agreement with Bank of America in
April 2006. The effect of this swap transaction was to effectively fix the
interest rate on our term loan at 5.42% plus the applicable margin for the life
of the loan. As the swap transaction meets the definition of an effective hedge,
any changes in the fair value of the hedge instrument is reflected as a
component of other comprehensive income and amounted to ($9) and $0 for the
years ended December 31, 2006 and 2005, respectively.

     Unused amounts under the working capital revolver bear a commitment fee of
0.25% and are payable quarterly. Availability of borrowings under the working
capital revolver is based on eligible accounts receivable, as defined in the
credit agreement. As of December 31, 2006, under the revolving line of credit
the full amount of $10.0 million was available, of which none was outstanding.
The Bank of America credit facility is collateralized by all of our assets. As
of December 31, 2006, we were in full compliance with all applicable debt
covenants.

     We consider our cash flow leverage ratio requiring that EBITDA (earnings
before interest, taxes, depreciation and amortization) maintain a minimum ratio
relative to our outstanding debt, to be our most restrictive debt covenant. In
addition to cash flow leverage, our EBITDA measurement also forms the basis of
additional covenants.

                                      F-15


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Debt Maturities --

     At December 31, 2006, aggregate note payments, including capital lease
obligation payments, in future years were as follows (000's omitted):

           2007...........................................   1,505
           2008...........................................   1,436
           2009...........................................   1,429
           2010...........................................   4,404
           Thereafter.....................................      --
                                                            ------
           Total payments.................................  $8,774
                                                            ======

   Leases --

     Our capital lease obligation relates to computer and medical equipment
acquired for certain Partners.

     We maintain operating leases for our corporate headquarters and for medical
office space for our Partner centers. We also have operating leases covering
certain medical equipment. Aggregate rental expense under operating leases was
approximately $9.3 million, $8.0 million, and $7.0 million, for the years ended
December 31, 2006, 2005 and 2004, respectively.

     At December 31, 2006, the minimum lease payments for assets under capital
and non-cancelable operating leases in future years were as follows (000's
omitted):

                                                        Capital  Operating
                                                        -------  ---------

              2007....................................    $75     $7,389
              2008....................................     --      6,630
              2009....................................     --      5,918
              2010....................................     --      5,494
              2011....................................     --      5,112
              Thereafter..............................     --     20,062
                                                          ---    -------
              Total minimum lease payments............    $75    $50,605
                                                                 =======
              Less -- Amount representing interest....      2
                                                          ---
              Present value of minimum lease payments     $73
                                                          ===


NOTE 10 -- INCOME TAXES

     The provision for income taxes consisted of the following (000's omitted):

                                         For the years ended December 31,
                                         --------------------------------
                                            2006       2005       2004
                                          --------    ------     -------
Current taxes:
  Federal ..............................   $   811    $  (393)   $   199
  State ................................       575         37        172
                                           -------    -------    -------
    Total current tax expense (benefit)    $ 1,386    $  (356)   $   371
                                           -------    -------    -------

Deferred taxes:
  Federal ..............................   $  (506)   $ 1,176    $   399
  State ................................      (373)       164         27
                                           -------    -------    -------
    Total deferred tax expense (benefit)   $  (879)   $ 1,340    $   426
                                           -------    -------    -------

Total tax provision ....................   $   507    $   984    $   797
                                           =======    =======    =======

                                      F-16


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The financial statement income tax provision differed from income taxes
determined by applying the statutory federal income tax rate to the financial
statement income before income taxes for the years ended December 31, 2006, 2005
and 2004 primarily as a result of the following (000's omitted):

                                                For the years ended December 31,
                                                --------------------------------
                                                  2006        2005       2004
                                                 ------      ------     ------

Provision at U.S. federal statutory rate ....... $ 1,268    $   948    $   683
State income taxes, net of federal tax effect ..     133        138        111
Non-deductible expenses ........................      57         60         15
Tax-exempt interest income .....................    (129)        --         --
Adjustment to deferred tax assets ..............     (53)       257        407
Other ..........................................      (1)        --        (12)
Change in deferred tax asset valuation allowance    (768)      (419)      (407)
                                                 -------    -------    -------
Income tax expense ............................. $   507    $   984    $   797
                                                 =======    =======    =======

     Significant components of the deferred tax assets (liabilities) at December
31, 2006 and 2005 were as follows (000's omitted):
                                                               December 31,
                                                          -------------------
                                                            2006       2005
                                                          -------    --------
     Deferred tax assets
         Net operating loss carry forwards.............   $1,091     $3,299
         Tax credit carryforwards......................      173         12
         Temporary book to tax differences.............    3,286      1,404
                                                           -----      -----
             Total deferred tax assets.................    4,550      4,715
                                                           -----      -----

     Deferred tax liabilities
         Depreciation and amortization.................   (3,746)    (3,947)
         Other.........................................      (64)       (59)
                                                          ------     ------
             Total deferred tax liabilities............   (3,810)    (4,006)
                                                          ------     ------
     Deferred tax asset................................      740        709
     Valuation allowance...............................       --       (768)
                                                            ----     -------
     Net total deferred tax asset (liability)..........     $740     $  (59)
                                                            ====     =======

     At December 31, 2006, we had Federal net operating loss carry forwards of
approximately $4.0 million, which expire in 2008 through 2026. Approximately
$0.8 million of this net operating loss carryforward is limited under Internal
Revenue code Section 382 due to an ownership change occurring in 1997. We also
had a Federal alternative minimum tax credit of approximately $0.2 million as of
December 31, 2006, which does not expire.

     We had a valuation allowance of approximately $0.8 million against our
deferred tax assets as of December 31, 2005. We assess the realizability of our
deferred tax assets at each interim and annual balance sheet date based on
actual and forecasted operating results in order to determine the proper amount,
if any, required for a valuation allowance. As a result of this assessment, in
the fourth quarter of 2006 we reversed the previously recorded valuation
allowance as it is more likely than not, given the weight of available evidence,
that all of our deferred tax assets will be realized. We will continue to assess
the realizability of our deferred tax assets at each interim and annual balance
sheet date in order to determine the proper amount, if any, required for a
valuation allowance.


                                      F-17


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - EARNINGS PER SHARE:

     The reconciliation of the numerators and denominators of the basic and
diluted EPS computations for the years ended December 31, 2006, 2005 and 2004 is
a follows (000's omitted, except for per share amounts):

                                              For the years ended December 31,
                                              -------------------------------
                                                  2006     2005      2004
                                                 ------   ------    ------
Numerator
Net Income ...................................   $3,224   $1,723   $1,186
                                                 ======   ======   ======
Denominator
Weighted average shares outstanding ..........    6,472    6,049    5,775
Effect of dilutive options and warrants ......       83      205      264
                                                 ------   ------   ------
Weighted average shares and dilutive potential
  Common shares ..............................    6,555    6,254    6,039
                                                 ======   ======   ======
Basic earnings per common share ..............   $ 0.50   $ 0.28   $ 0.21
                                                 ======   ======   ======
Diluted earnings per common share ............   $ 0.49   $ 0.28   $ 0.20
                                                 ======   ======   ======

     For the years ended December 31, 2006, 2005 and 2004, there were no
outstanding options to purchase shares of common stock which were excluded from
the computation of the diluted earnings per share amount as the exercise price
of all outstanding options was less than the average market price of the shares
of common stock.

     For the year ended December 31, 2006 and 2005, there were no outstanding
warrants to purchase shares of common stock which were excluded from the
computation of the diluted earnings per share amount as the exercise price of
all outstanding warrants were less than the average market price of the shares
of common stock. For the year ended December 31, 2004, warrants to purchase
approximately 49,600 shares of common stock at an exercise price of $9.00 per
share were excluded in computing the diluted per share amounts as they were
anti-dilutive.

NOTE 12 -- SHAREHOLDERS' EQUITY:

     During 2006, 2005 and 2004, we issued approximately 85,000, 65,000 and
54,000 shares, respectively, of restricted common stock as deferred compensation
to several of our officers and directors with an aggregate value of $887,000,
$437,000 and $211,000 respectively. These shares were valued at their fair value
on the date of grant, and are amortized to expense over their vesting period.

     During 2006 and 2005, we received approximately 15,000 and 81,000,
respectively, shares of our common stock in consideration for the exercise of
common stock options on behalf of various officers and individuals. These shares
were received in lieu of cash for the exercise price of the options pursuant to
terms allowed under our stock option plans. As of the dates the underlying
options were exercised, these shares were valued at approximately $187,000 and
$600,000, respectively, and were accounted for as Treasury Stock.

     Our Board of Directors has authorized the retirement of common stock held
as Treasury Shares on a periodic basis. As such we retired approximately 153,000
shares of Treasury Stock during the year ended December 31, 2006, and 228,000
Treasury shares during the year ended December 31, 2004. As of December 31, 2006
there were no shares of common stock held as Treasury shares.

      In June 2006 and June 2005, we effected a 25% and a 30% stock split
respectively, in the form of a stock dividend. Where applicable we have restated
our capital accounts, shares outstanding, weighted average shares and earnings
per share calculations for all years in these financial statements and related
footnotes to reflect these transactions.

                                      F-18


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As of December 31, 2006, 2005 and 2004, warrants to purchase an aggregate
of approximately 0, 18,200 and 84,900, respectively, shares of common stock were
outstanding at weighted average exercise prices of $0, $5.54 and $5.45,
respectively.

NOTE 13 -- STOCK-BASED EMPLOYEE COMPENSATION:

     We currently have two stock option plans which have been previously
approved by the stockholders. Under the 1992 Incentive and Non-Incentive Stock
Option Plan (the "1992 Plan") and the 2000 Long-term Compensation Plan (the
"2000 Plan"), 500,000 and 700,000 shares ,subject to adjustment, of common
stock, respectively, were reserved for issuance of incentive and non-incentive
stock options and stock grants. The 1992 Plan expired in May 2002 and no further
awards may be made under that plan. Under the 2000 Plan, stock options and stock
grants may be granted to employees, directors and such other persons as the
Board of Directors determines will contribute to the our success. Vesting
periods are set by the Board of Directors and stock options are generally
exercisable during a ten-year period following the date of grant. However, the
Board of Directors has the authority to accelerate the maturity of any stock
option at its discretion. Under both plans, options expire three months from the
date of the holder's termination of employment or twelve months in the event of
disability or death.

     We account for our stock option plans under the provisions of Financial
Accounting Standard (FAS) 123 (revised 2004), "Accounting for Stock-Based
Compensation", and FAS 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure". Under the Prospective transition method we selected,
fair value accounting is applied to all new stock grants and modifications to
old grants since January 1, 2003, with footnote disclosure of pro-forma net
income and EPS for any pre-adoption grants as required. Since no options have
been granted, or modifications made, in the years ended December 31, 2006, 2005
or 2004, no fair value calculations or assumptions are presented.


     Stock option activity, under the 1992 and 2000 Plans combined, is
summarized as follows:

                                                 Number of
                                                 shares of
                                               Common Stock
                                                 underlying     Weighted Average
                                                   options       exercise price
                                               -------------    ----------------

  Options outstanding at December 31, 2003.....  1,029,936            $2.68
  Granted......................................         --              --
  Exercised....................................   (341,423)           $2.84
  Cancelled....................................    (13,260)           $3.48
  Options outstanding at December 31, 2004.....    675,253            $2.64
  Granted......................................         --            $0.00
  Exercised....................................   (356,751)           $2.53
  Canceled.....................................     (5,560)           $3.57
                                                  --------
  Options outstanding at December 31, 2005.....    312,942            $2.77
  Granted......................................         --            $0.00
  Exercised....................................   (192,577)           $2.65
  Canceled.....................................     (3,250)           $3.68
                                                 ---------
  Options outstanding at December 31, 2006.....    117,115            $2.94
                                                   =======

  Options exercisable at:
       December 31, 2004.......................    590,411            $2.54
       December 31, 2005.......................    298,918            $2.73
       December 31, 2006.......................    117,115            $2.94



                                      F-19


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As of December 31, 2006, stock options outstanding and exercisable by price
range were as follows:

                     OPTIONS OUTSTANDING AND EXERCISABLE
 -------------------------------------------------------------------------
                         Outstanding    Weighted-Average
     Range of               as of           Remaining     Weighted-Average
  Exercise Prices        12/31/2006     Contractual Life   Exercise Price
  ---------------        ----------     ----------------   --------------

   $0.00 - $2.54             40,432            2.7              $2.20
    $2.55 - $2.60             4,876            2.4              $2.58
    $2.61 - $4.00            71,807            4.9              $3.39
                           --------
                            117,115            4.0              $2.94
                            =======


     The total intrinsic value of options exercised during the years ended
December 31, 2006 and 2005 was approximately $499,000 and $858,000 respectively.

     The aggregate intrinsic value of options outstanding and exercisable as of
December 31, 2006, 2005 and 2004 was approximately $344,000, $816,000 and
$150,000 respectively. As of December 31, 2006, all outstanding options were
fully vested and no compensation costs related to these options is expected to
be recognized in future years.

     During the years ended  December  31, 2006,  2005 and 2004,  we also issued
restricted  stock grants to selected  company  officers and  unrestricted  stock
grants to members of the Board of  Directors.  These  stock  grants  vest over a
three or ten year period for company  officers,  and  immediately for members of
the Board of Directors.  These grants are valued at the closing  market price on
the date granted with the associated  compensation  expense  recognized  ratably
over the vesting period,  which approximates the estimated service period. As of
December 31, 2006, there was approximately $778,000 of unrecognized compensation
costs  related to stock  granted  under the plan.  This cost is  expected  to be
recognized over a weighted average period of 5.1 years.

     We recorded approximately $492,000 of share-based compensation costs as
General and Administrative expenses for the year ended December 31, 2006, with a
related income tax benefit recognized of approximately $59,000. No compensation
costs were capitalized as part of the cost of an asset.

NOTE 14 -- QUARTERLY FINANCIAL DATA (UNAUDITED):

     Summarized quarterly financial data 2006 and 2005 (in thousands, except per
share data) appear below:



                                                                                                     Diluted Net
                          Revenues, Net              Contribution               Net Income       Income Per Share (1)
                          -------------              ------------               ----------       --------------------
                    2006    2005     2004       2006     2005    2004     2006     2005     2004  2006   2005  2004
                    ----    ----     ----       ----     ----    ----     ----     ----     ----  ----         ----

                                                                           
First quarter...  $30,434  $31,963  $25,394   $3,762   $3,333   $2,475    $476     $314     $187  $0.07  $0.05 $0.06
Second quarter .   31,809   32,197   26,893    3,756    3,575    2,771     533      467      320   0.08   0.07  0.06
Third quarter...   31,854   33,956   27,216    4,071    3,900    3,133     582      478      340   0.09   0.08  0.05
Fourth quarter..   32,341   30,693   28,150    4,069    3,912    3,429   1,633      464      339   0.25   0.07  0.03
                   ------ -------   ------    -----    -----    -----   -----      ---      ---   ----   ----  ----
Total year ..... $126,438 $128,809 $107,653  $15,658  $14,720  $11,808  $3,224   $1,723   $1,186  $0.49  $0.27 $0.20
                 ======== ======== ========  =======  =======  =======  ======   ======   ======  =====  ===== =====


(1) The sum of the quarterly earnings per share may not equal the full year
earnings per share as the computations of the weighted average shares
outstanding for each quarter and the full year are made independently.

                                      F-20


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 -- COMMITMENTS AND CONTINGENCIES:
   Operating Leases --

     Refer to Note 9 for a summary of lease commitments.

   Reliance on Third Party Vendors --

     Our pharmaceutical sales and fertility clinics are dependent on a limited
number of primary third-party vendors that produce medications vital to treating
infertility. Should any of these vendors experience a supply shortage, it may
have an adverse impact on the operations of our pharmaceutical sales and network
members. To date, no shortage or disruption has been experienced.

   Employment Agreements --

     We have entered into employment and change in control severance agreements
with certain of our management employees, which include, among other terms,
noncompetitive provisions and salary and benefits continuation. Our minimum
aggregate commitment under these agreements at December 31, 2006 was
approximately $2.9 million.

   Commitments to Partners --

     In accordance with the majority of our Partner agreements, we are obligated
to: (i) on an ongoing basis, advance funds to the fertility centers to fund
operations and provide services; and (ii) on a monthly basis, transfer to the
fertility centers funds equal to the net accounts receivable generated that
month to finance those receivables less any amounts owed to us for services fees
and/or advances.

   Litigation --

     From time to time, we are party to legal proceedings in the ordinary course
of business. None of these proceedings is expected to have a material adverse
effect on our financial position, results of operations or cash flow.

   Insurance --

     As of December 31, 2006 and December 31, 2005, we and our affiliated
fertility centers were insured with respect to medical malpractice risks on a
claims made basis. Effective January 1, 2005, we had assisted in the
organization of, and obtained a minority equity interest in, an offshore captive
insurance company designed to offer malpractice insurance to members of our
network. The majority of the equity of the captive insurance company is owned by
physician practices, which are members of our network. Beginning January 1,
2005, this captive insurance company began providing the majority of the
malpractice insurance coverage to Partner members of our network. We believe,
either through this captive insurance company, or on the open market, we will be
able to obtain renewal coverage in the future. We are not aware of any claims
against us or our affiliated medical practices, which would expose us, or our
affiliated medical practices to liabilities in excess of insured amounts.
Therefore, none of these claims is expected to have a material impact on our
financial position, results of operations or cash flows.

     As of December 31, 2006, and December 31, 2005, we also carried policies to
insure against liability, theft, property loss, business interruption and a
variety of other business risks. We also maintain an appropriate insurance
reserve to cover estimated deductible amounts should a claim be filed under our
policies.


                                      F-21


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 -- RELATED PARTY TRANSACTIONS:

     In accordance with our Partner agreement with Shady Grove, Michael J. Levy,
M.D., an employed shareholder physician of the P.C., became a member of our
Board of Directors in March 1998. In 2004, Dr. Levy became an advisory director
and was no longer a voting member of the Board of Directors. The medical
practice at Shady Grove paid us service fees of $2,572,000, $3,603,000 and
$3,214,000 in 2006, 2005 and 2004, respectively.

     In accordance with our Partner agreement with FCI (the Illinois practice),
Aaron Lifchez, M.D., an employed shareholder physician of FCI, became a member
of our Board of Directors in August 1997. In 2004, Dr. Lifchez became an
advisory director and was no longer a voting member of the Board of Directors.
The medical practice FCI paid us service fees of $2,413,000, $2,200,000 and
$3,074,000 in 2006, 2005 and 2004, respectively.

NOTE 17 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND
             NON-CASH TRANSACTIONS:

     Transactions related to common stock, principally resulting from the
issuance of treasury stock or the receipt of mature shares from optionees in
lieu of cash upon exercise of stock options, disclosed on our Consolidated
Statements of Cash Flows are comprised of the following (000's omitted):

                                                  For the
                                            Twelve Months ended
                                            -------------------
                                            2006    2005   2004
                                            ----    ----   ----

Exercise of common stock options ........    499     858     909
Tax benefit related to stock transactions     59     --      --
Treasury stock transactions, net ........   (231)   (600)   (736)
Other ...................................    --       27     --
                                            ----    ----    ----
                                             327     285     173
                                            ====    ====    ====

     Income tax payments of $327,000, $165,000 and $46,000 were paid in the
years ended December 31, 2006, 2005 and 2004, respectively.

     Interest paid in cash during the years ended December 31, 2006, 2005 and
2004 amounted to $695,000, $328,000 and $295,000, respectively. Interest income
received during the years ended December 31, 2006, 2005 and 2004 amounted to
approximately $1,073,000, $520,000 and $259,000, respectively.


                                      F-22



           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors and Shareholders
of IntegraMed America, Inc.:

Our audits of the consolidated financial statements referred to in our report
dated March 19, 2007 appearing in the 2006 Annual Report to Shareholders of
IntegraMed America, Inc. (which report and consolidated financial statement are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 8 and 15 (a) (1) of
this Form 10-K. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

/s/Amper, Politziner & Mattia, P.C.

Edison, New Jersey
March 19, 2007



                                      S-1



                                                                    SCHEDULE II


                            INTEGRAMED AMERICA, INC.

                        VALUATION AND QUALIFYING ACCOUNTS

                For the Years Ended December 31, 2006, 2005, 2004






                                                                 Additions-
                                                  Balance at     Charged to                    Balance at
                                                   Beginning      Costs and                      End of
                                                   of Period      Expenses      Deductions       Period
                                                   ---------      --------      ----------       ------
                                                                                          
Year Ended December 31, 2006
   Allowance for doubtful accounts receivable....       $116          $(72)           $31             $13
   Shared Risk Pregnancy Loss Reserve............        293           143            155             281
   Deferred Tax Valuation Allowance..............        768            --            768              --

Year Ended December 31, 2005
   Allowance for doubtful accounts receivable....       $159           $45            $88            $116
   Shared Risk Pregnancy Loss Reserve............        171           137             15             293
   Deferred Tax Valuation Allowance..............      1,187            --            419             768

Year Ended December 31, 2004
   Allowance for doubtful accounts receivable....   $    215          $(44)          $ 12         $   159
   Shared Risk Pregnancy Loss Reserve............        114            63              6             171
   Deferred Tax Valuation Allowance..............      1,594            --            407           1,187




                                      S-2



                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  March 19, 2007

                             By/s/JOHN W. HLYWAK, JR.
                               ----------------------
                                  John W. Hlywak, Jr.
                                  Executive Vice President
                                   and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

              Signature                               Title           Date
              ---------                               -----           ----

/s/   JAY HIGHAM
---------------------------------
     Jay Higham                     President and Chief Executive Officer
                                     and Director
                                   (Principal Executive Officer)  March 19, 2007

/s/   JOHN W. HLYWAK, JR
---------------------------------
      John W. Hlywak, Jr.           Executive Vice President
                                    and Chief Financial Officer
                                   (Principal Financial and
                                    Accounting Officer)           March 19, 2007

/s/   GERARDO CANET
      Gerardo Canet                 Director                      March 19, 2007

/s/   SARASON D. LIEBLER
---------------------------------
      Sarason D. Liebler            Director                      March 19, 2007

/s/   WAYNE R. MOON
---------------------------------
      Wayne R. Moon                 Director                      March 19, 2007

/s/   LAWRENCE J. STUESSER
---------------------------------
      Lawrence J. Stuesser          Director                      March 19, 2007

/s/   ELIZABETH E. TALLETT
---------------------------------
      Elizabeth E. Tallett          Director                      March 19, 2007

/s/   YVONNE S. THORNTON, M.D.
---------------------------------
      Yvonne S. Thornton, M.D.      Director                      March 19, 2007






                                   Item 14(c)


Exhibit
Number                               Exhibit

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

3.2 (d)    --   Copy of  By-laws  of  Registrant  (as  Amended on March 6, 2006)
                filed as exhibit with identical  exhibit number to  Registrant's
                Annual Report on Form 10-Q for the period ended March 31, 2006.

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

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

10.2       --   Copy of Registrant's  1992 Stock Option Plan,  including form of
                option  filed  as  Exhibit  with  identical  exhibit  number  to
                Registrant's  Statement on Form S-1  (Registration No. 33-47046)
                and incorporated herein by reference thereto.

10.2 (a)   --   Copy of Amendment to  Registrant's  1992 Stock Option Plan filed
                as  Exhibit  with  identical  number to  Registrant's  Quarterly
                Report on Form 10-Q for the period ended March 31, 1998.

10.5       --   Severance  arrangement  between  Registrant  and  Donald S. Wood
                filed as Exhibit with identical  exhibit number to  Registrant's
                Statement  on  Form  S-1   (Registration   No.   33-47046)   and
                incorporated herein by reference thereto.

10.6       --   Copy of Executive  Retention  Agreement  between  Registrant and
                Donald S. Wood,  Ph.D.  filed as Exhibit with identical  exhibit
                number to  Registrant's  Annual Report on Form 10-K for the year
                ended December 31, 1994.

10.7       --   Copy of lease for Registrant's  executive  offices  relocated to
                Purchase,  New York  filed as  Exhibit  with  identical  exhibit
                number to  Registrant's  Annual Report on Form 10-K for the year
                ended December 31, 1994.

10.9 (a)   --   Letter  amendment  effective  June  9,  2005  to  Gerardo  Canet
                Employment  Agreement  filed as exhibit with  identical  exhibit
                number to Registrant's Report on Form 8-K dated June 9, 2005.

10.12 (a)  --   Employment  Agreement between IntegraMed  America,  Inc. and Jay
                Higham filed as Exhibit with  identical  number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                2005.

10.14      --   Management  Agreement  dated  January 7, 1997 by and between the
                Registrant and Bay Area Fertility and Gynecology  Medical Group,
                Inc.  filed  as  Exhibit  with   identical   exhibit  number  to
                Registrant's Report on Form 8-K dated January 20, 1997.

10.14 (a)  --   Amendment  No.  1 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group,   Inc.  filed  as  Exhibit  with   identical   number  to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                March 31, 1998.

10.14 (b)  --   Amendment  No.  2 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group,   Inc.  filed  as  Exhibit  with   identical   number  to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                March 31, 1999.

10.14 (c)  --   Amendment  No.  3 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group,  Inc. dated April 1, 2000 filed as Exhibit with identical
                exhibit number to Registrant's Quarterly Report on Form 10-Q for
                the period ended June 30, 2000.

10.14 (d)  --   Amendment  No.  4 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group,  P.C. filed as Exhibit with  identical  exhibit number to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                September 30, 2001.


10.14 (e)  --   Amendment  No.  5 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group,  P. C. filed as Exhibit with identical  exhibit number to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                September 30, 2001.

10.14 (f)  --   Amendment No. 6 to Service Agreement between IntegraMed America,
                Inc. and  Reproductive  Science  Center of the San Francisco Bay
                Area, a medical corporation.

10.15      --   Asset  Purchase  Agreement  dated January 7, 1997 by and between
                the Registrant  and Bay Area  Fertility and  Gynecology  Medical
                Group, a California  Partnership filed as Exhibit with identical
                exhibit number to Registrant's  Report on Form 8-K dated January
                20, 1997.

10.16      --   Management Agreement between Registrant and Fertility Centers of
                Illinois, S.C. dated February 28, 1997 incorporated by Reference
                to the Exhibit with the identical exhibit number to Registrant's
                Registration  Statement on Form S-1 (registration No. 333-26551)
                filed with the  Securities  and  Exchange  Commission  on May 6,
                1997.

10.17      --   Amendment  to  Management   Agreement  between   Registrant  and
                Fertility   Centers  of  Illinois,   S.C.   dated  May  2,  1997
                incorporated  by  reference  to the Exhibit  with the  identical
                exhibit number to  Registrant's  Registration  Statement on Form
                S-1  (Registration  No. 333-26551) filed with the Securities and
                Exchange Commission on June 20, 1997.

10.18      --   Amendment No. 2 to Management  Agreement between  Registrant and
                Fertility  Centers  of  Illinois,   S.C.  dated  June  18,  1997
                incorporated  by  reference  to the Exhibit  with the  identical
                exhibit number to  Registrant's  Registration  Statement on Form
                S-1  (Registration  No. 333-26551) filed with the Securities and
                Exchange Commission on June 20, 1997.

10.19      --   Amendment No. 3 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois,  S.C. dated August 19, 1997 filed
                as  Exhibit  with  identical   exhibit  number  to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                1997 and incorporated herein by reference thereto.

10.20      --   Amendment No. 4 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois,  S.C. dated January 9, 1998 filed
                as Exhibit with  identical  exhibit number to Schedule 13D dated
                February 11, 1998.

10.21      --   Amendment No. 5 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois, S.C. dated March 5, 1998 filed as
                Exhibit with  identical  exhibit number to  Registrant's  Annual
                Report on Form 10-K for the year ended December 31, 1997.

10.21 (a)  --   Amendment  No.  6 to  Management  Agreement  between  IntegraMed
                America, Inc. and Fertility Centers of Illinois, S.C. dated July
                1, 1999 incorporated by reference to the Registrant's Definitive
                Proxy Statement filed on May 5, 1997.

10.21 (b)       Amendment  No.  7 to  Management  Agreement  between  IntegraMed
                America,  Inc. and  Fertility  Centers of Illinois,  P.C.  dated
                April 1, 2000. filed as Exhibit with identical exhibit number to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                June 30, 2000.

10.21 (c)  --   Amendment  No.  8 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Fertility Centers of Illinois,  S.C. filed as
                Exhibit with identical exhibit number to Registrant's  Quarterly
                Report on Form 10-Q for the period ended September 30, 2001.

10.21 (d)  --   Amendment No. 9 to Service Agreement between IntegraMed America,
                Inc. and Fertility Centers of Illinois, S.C.

10.21 (e)  --   Amendment  No.  10  to  Service  Agreement  between   IntegraMed
                America,  Inc. and  Fertility  Centers of Illinois,  S.C.  dated
                January 1, 2005 filed as Exhibit with  identical  exhibit number
                to  Registrant's  Annual  Report on Form 10-K for the year ended
                December 31, 2005.

10.22 (a)  --   Service Agreement between IntegraMed America, Inc. and
                MPD Medical Associates (MA) P.C. dated May 25, 2001 filed as
                Exhibit with identical exhibit number to Registrant's Quarterly
                Report on Form 10-Q for the period ended June 30, 2001.


10.22 (b)  --   Amendment No. 1 to Service Agreement between IntegraMed America,
                Inc. and MPD Medical  Associates  (MA), P.C. dated March 5, 2002
                filed as exhibit with identical  exhibit number to  Registrant's
                Report on Form 10-K for the year ended December 31, 2001.

10.23      --   Management Agreement between Shady Grove Fertility Centers, P.C.
                and Levy, Sagoskin and Stillman, M.D., P.C. dated March 11, 1998
                filed as Exhibit with identical  exhibit number to  Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1997.

10.23 (a)  --   Amendment  No. 1 to  Management  Agreement  between  Shady Grove
                Fertility  Centers,  Inc. and Levy Sagoskin and Stillman,  M.D.,
                P.C filed as  Exhibit  with  identical  number  to  Registrant's
                Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                1998.

10.23 (b)  --   Amendment  No. 2 to  Management  Agreement  between  Shady Grove
                Fertility  Centers,  Inc. and Levy Sagoskin and Stillman,  M.D.,
                P.C. dated May 6, 1998 filed as Exhibit with identical number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1998.

10.23 (c)  --   Amendment No. 3 to the Management  Agreement between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                dated September 1, 1999,  filed as Exhibit with identical number
                to  Registrant's  Quarterly  Report on Form 10-Q for the  period
                ended September 30, 1999.

10.23 (d)  --   Amendment  No.  4 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                dated  April 1, 2000 filed as  Exhibit  with  identical  exhibit
                number  to  Registrant's  Quarterly  Report on Form 10-Q for the
                period ended June 30, 2000.

10.23 (e)  --   Amendment  No.  5 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                filed as Exhibit with identical  exhibit number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                2001.

10.23 (f)  --   Amendment  No.  6 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                filed as Exhibit with identical  exhibit number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                2001.

10.23 (g)  --   Amendment No. 7 to Service Agreement between IntegraMed America,
                Inc. and Shady Grove Reproductive Science Center, P.C.

10.23 (h)  --   Amendment No. 8 to Service Agreement between IntegraMed America,
                Inc. and Shady Grove  Reproductive  Science  Center,  P.C. dated
                February  16,  2006 filed as Exhibit  with  identical  number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 2005.

10.24      --   Commitment letter with Fleet Bank, National Association filed as
                Exhibit with identical  number to Registrant's  Quarterly Report
                on form 10-Q for the period ended June 30, 1998.

10.24 (a)  --   Loan  Agreement  dated  September  11, 1998  between  IntegraMed
                America,  Inc.  and Fleet Bank,  National  Association  filed as
                Exhibit with identical  number to Registrant's  Quarterly Report
                on Form 10-Q for the period ended September 30, 1998.

10.24 (b)  --   Master Lease  Agreement  between Fleet Capital  Corporation  and
                IntegraMed America,  Inc. filed as Exhibit with identical number
                to  Registrant's  Quarterly  Report on Form 10-Q for the  period
                ended September 30, 1999.

10.24 (c)  --   Amendment  Number One to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association   filed  as  Exhibit   with   identical   number  to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1999.


10.24 (d)  --   Amendment  Number Two to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association   filed  as  Exhibit   with   identical   number  to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 1999.

10.24 (e)  --   Amendment  Number Three to Loan  Agreement  dated  September 11,
                1998 between IntegraMed  America,  Inc. and Fleet Bank, National
                Association  filed as Exhibit with  identical  exhibit number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 2000.

10.24 (f)  --   Amendment Number Four to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association.  filed as Exhibit with identical  exhibit number to
                Registrant's  Annual  Report  on Form  10-K for the  year  ended
                December 31, 2000.

10.24 (g)  --   Amended and Restated  Loan  Agreement  dated as of September 28,
                2001 between  IntegraMed  America,  Inc. and Fleet National Bank
                filed as Exhibit with identical  exhibit number to  Registrant's
                Quarterly Report on Form 10-Q for the period ended September 30,
                2001.

10.24 (h)  --   Amendment  to  Amended  and  Restated  Loan  Agreement   between
                IntegraMed America, Inc. and Fleet National Bank dated September
                20, 2002 filed as Exhibit with identical  number to Registrant's
                Quarterly  Report on form 10Q for the period ended September 30,
                2002.

10.24 (i)  --   Second  Amendment to Amended and Restated Loan  Agreement  dated
                July 31, 2003 filed as exhibit with identical  exhibit number to
                Registrant's Report on Form 10-K for the year ended December 31,
                2001.

10.24 (j)  --   Third  Amendment to Amended and Restated  Loan  Agreement  dated
                November 14, 2003

10.24 (k)  --   Fourth  Amendment  and  Waiver  to  Amended  and  Restated  Loan
                Agreement between  IntegraMed  America,  Inc. and Fleet National
                Bank, a Bank of America Company dated as of March 21, 2005 filed
                as  Exhibit  with  identical   exhibit  number  to  Registrant's
                Quarterly  Report on Form 10-Q for the  period  ended  March 31,
                2005.

10.24 (l)  --   Fifth  Amendment to Amended and Restated Loan Agreement  between
                IntegraMed America, Inc. and Bank of America, N.A., successor by
                merger to Fleet  National Bank dated December 23, 2005 and filed
                as Exhibit with identical exhibit number to Registrant's  Annual
                Report on Form 10-K for the year ended December 31, 2005.

10.25 (a)  --   Termination  and  Settlement  Agreement by and among  IntegraMed
                America,  Inc.,  ivpcare,  inc.  and  IntegraMed  Pharmaceutical
                Services,  Inc.  filed  as  Exhibit  with  identical  number  to
                Registrant's Form 8-K dated October 31, 2005.

10.25 (b)  --   Agreement  between ivpcare,  inc. and IntegraMed  America,  Inc.
                filed as Exhibit with identical number to Registrant's  Form 8-K
                dated October 31, 2005.

10.26      --   Form  of  Retention   Agreement  between  Registrant  and  Kathi
                Baginski,  Peter  Cucchiara,  Dan Desmarais,  Anders Engen,  Jay
                Higham,  John  Hlywak,  Jr.,  Mark Segal,  Claude E. White,  and
                Donald S. Wood,  Ph.D. filed as Exhibit with identical number to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                June 30, 1999.

10.27      --   Form of  Indemnification  Agreement  dated June 1, 2000  between
                IntegraMed  America,  Inc. and M. Fazle  Husain,  Michale  Levy,
                M.D.,  Aaron Lifchez,  M.D.,  Sarason  Liebler,  Larry Stuesser,
                Elizabeth  E.  Tallett,  Gerardo  Caned,  Peter  Cucchiara,  Jay
                Higham,  John Hlywak,  Jr., Claude E. White, and Donald S. Wood,
                Ph.D.  filed  as  Exhibit  with  identical   exhibit  number  to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                June 30, 2000.

10.28      --   Service Agreement between IntegraMed America, Inc. and Northwest
                Center for  Infertility  and  Reproductive  Endocrinology  dated
                April  26,  2002  filed as  Exhibit  with  identical  number  to
                Registrant's  Quarterly Report on Form 10-Q for the period ended
                March 31, 2002.


10.28 (a)  --   Amendment No. 1 to Service Agreement between IntegraMed America,
                Inc.  and  Northwest  Center for  Infertility  and  Reproductive
                Endocrinology   dated  June  14,  2002  filed  as  Exhibit  with
                identical  number to Registrant's  Quarterly  Report on form 10Q
                for the period ended September 30, 2002.

10.28 (b)  --   Amendment No. 2 to Service Agreement between IntegraMed America,
                Inc.  and  Northwest  Center for  Infertility  and  Reproductive
                Endocrinology  dated  November  1, 2002  filed as  exhibit  with
                identical exhibit number to Registrant's Report on Form 10-K for
                the year ended December 31, 2002.

10.28 (c)  --   Amendment No. 3 to Service Agreement between IntegraMed America,
                Inc.  and  Northwest  Center for  Infertility  and  Reproductive
                Endocrinology.

10.29      --   Copy of Registrant's  2000 Long-Term  Compensation Plan filed as
                Exhibit with identical  number to Registrant's  Quarterly Report
                on Form 10-Q for the period ended June 30, 2002.

10.29 (a)  --   IntegraMed America,  Inc. Incentive Stock Option Agreement filed
                as  Exhibit  with  identical  number to  Registrant's  Quarterly
                Report on Form 10-Q for the period ended June 30, 2005.

10.29 (b)  --   IntegraMed  America,  Inc.  Non-Qualified Stock Option Agreement
                filed as Exhibit with identical number to Registrant's Quarterly
                Report on Form 10-Q for the period ended June 30, 2005.

10.30      --   Service   Agreement   between   IntegraMed   America,   Inc  and
                Reproductive  Endocrine  Associates of Charlotte,  P.C. filed as
                Exhibit with identical  number to Registrant's  Quarterly Report
                on Form 10-Q for the period ended September 31, 2003.

10.31      --   Service Agreement between IntegraMed  America,  Inc. and Seattle
                Reproductive   Medicine,   Inc.,  P.S.  filed  as  exhibit  with
                identical exhibit number to Registrant's Report on Form 10-Q for
                the period ended March 31, 2004.

10.32      --   Submanagement   Agreement   dated   January   1,  2005   between
                Reproductive Partners Inc. and IntegraMed America, Inc. filed as
                Exhibit with identical  number to registrant's  Quarterly Report
                on Form 10-Q for the period ended March 31, 2005.

10.32(a)   --   Submanagement   Agreement   dated   January   1,  2005   between
                Reproductive Partners Inc. and IntegraMed America, Inc. filed as
                Exhibit with identical  number to registrant's  Quarterly Report
                on Form 10-Q for the period ended March 31, 2005.

14.1       --   Code of Ethics filed as Exhibit with identical exhibit number to
                Registrant's  Statement on Form 10-K for the year ended December
                31, 2003.

14.2       --   Code of Ethics

21         --   List of Subsidiaries

23.1       --   Consent of PricewaterhouseCoopers LLP

23.2       --   Consent of Amper, Politziner & Mattia, P.C.

31.1       --   CEO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002 dated
                March 19, 2007.

31.2       --   CFO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002 dated
                March 19, 2007.

32.1       --   CEO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 dated
                March 19, 2007.

32.2       --   CFO  Certification  Pursuant  to 18 U.S.C.  ss.  1350 as Adopted
                Pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 dated
                March 19, 2007.