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                                  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, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                  For the transition period from _____ to _____

                           Commission File No. 0-20260



                            INTEGRAMED AMERICA, INC.
             (Exact name of registrant as specified in its charter)


      Delaware                                          06-1150326
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

   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:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value

     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 [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes__   No X
                                             -----

     Aggregate market value of voting stock (Common Stock,  $.01 par value) held
by non-affiliates of the Registrant was approximately  $19.2 million on June 28,
2002 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 3,360,000 on March, 14, 2003.

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                       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,  2002 to be filed  pursuant  to  Regulation  14A under  the  Securities
     Exchange Act of 1934 and the Exhibit Index hereto.


                                     PART I

ITEM 1.  Business

Company Overview

     IntegraMed  America,  Inc. (the "Company")  offers products and services to
patients,  providers,  and  payers in the  fertility  industry.  The  IntegraMed
Network is comprised of twenty-two fertility centers in major markets across the
United States, pharmaceutical products and services, a financing subsidiary, the
Council  of  Physicians  and  Scientists,   and  a  leading   fertility   portal
(www.integramed.com).   Sixteen  fertility  centers  purchase  discrete  service
packages  provided by the Company and six  fertility  centers have access to the
entire   portfolio   of   products   and   services   under  the   comprehensive
FertilityPartners(TM)  program.  All twenty-two fertility centers have access to
the Company's consumer services, principally pharmaceutical products and patient
financing products. The Company was incorporated in Delaware on June 4, 1985.

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.  Many gynecologists do not have
the time or interest to perform a complete  evaluation of the  infertile  couple
and therefore  often bypass detailed  diagnostic  testing.  Instead,  they often
provide initial medical treatment of infertility,  without extensive  diagnosis,
by  prescribing  a drug  called  clomiphene  citrate,  which  helps  to  correct
ovulatory  problems.  This  treatment  is fairly  inexpensive  and  occasionally
resolves  the problem if the only  obstacle to pregnancy is in fact an ovulatory
problem.  It is generally  recommended  that women receive this drug for no more
than three to six ovulatory  cycles.  If pregnancy  has not  occurred,  referral
should be made to a fertility specialist who can offer more advanced treatments.
Fertility  specialists are gynecologists who perform more sophisticated  medical
and surgical  fertility  diagnosis and  treatments.  Reproductive  endocrinology
refers to the  diagnosis  and  treatment of all hormonal  problems  that lead to
abnormal  reproductive  function or have an effect on the  reproductive  organs.
Reproductive  endocrinologists  are  physicians who have completed 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 the
female,  such as endometrial biopsy,  laparoscopy/hysteroscopy  examinations and
hormone  screens,  and  diagnostic  tests  performed on the male,  such as semen
analysis. Depending on the results of the diagnostic tests performed,  treatment
options may include,  among others,  fertility drug therapy to stimulate regular
and predictable  ovulation,  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  ("ART")  services.  Current  types of ART services  include in vitro
fertilization   ("IVF"),   gamete  intrafallopian   transfer  ("GIFT"),   zygote
intrafallopian transfer ("ZIFT"), tubal embryo transfer,  frozen embryo transfer
and donor egg programs. IVF represents the most frequently employed form of ART.
Current techniques used in connection with IVF services include intracytoplasmic
sperm  injection("ICSI"),  assisted  hatching,  cryopreservation  of embryos and
blastocyst culture and transfer.

     There are currently approximately 43,000 obstetricians/gynecologists in the
United States of which  approximately  1,000 concentrate on providing  fertility
services as reproductive endocrinologists. There are currently approximately 390
centers  across the  country  that  provide  ART  services.  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  physician
offices.  Compared to other medical niches,  the fertility  services industry is
concentrated  among relatively few providers and few manufacturers of medication
and devices.



                                      -2-



     Infertility is generally  defined as the inability to conceive after one or
more years of a couple having unprotected intercourse. According to The American
Society  for  Reproductive  Medicine in its most recent  published  data,  it is
estimated that in 1996 approximately 10% of couples, or 6.1 million couples, had
impaired  fertility.  According to the 1999-2000 Dorland  Biomedical  Healthcare
Marketplace  Guide, the annual  expenditures  relating to fertility services are
approximately  $2 billion.  The Company  believes that multiple factors over the
past several decades have affected  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.

     According   to  the  latest   survey  on  the   subject,   the  William  M.
Mercer/Foster-Higgins'  National Survey of Employer-sponsored Health Plans/1995,
approximately one quarter of all health plan sponsors with at least 10 employees
provide some coverage for the 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.  Currently,  there are several  states that  mandate  offering
benefits of varying degrees for fertility services,  including ART services.  In
some states, the mandate is limited to an obligation on the part of the payer to
offer the  benefit to  employers.  In  Massachusetts,  Rhode  Island,  Maryland,
Arkansas,  Illinois,  Hawaii and New Jersey the  mandate  requires  coverage  of
conventional  fertility services,  as well as ART services. In addition to payer
driven  initiatives to broaden  coverage,  several  legislative  initiatives are
emerging as a driving  force  behind  making  fertility  services  more  readily
available.  Legislation  requiring  all  health  plans to provide  coverage  for
diagnosis and treatment of infertility has been introduced in several states. In
fact,  the  legislative  mandate for  insurance  coverage in New Jersey was just
enacted in 2002.  Finally,  the 1998 Supreme Court Ruling that reproduction is a
major life activity  covered under the Americans with Disability Act (the "ADA")
led to an Equal Employment Opportunity  Commission  administrative ruling that a
New York company  discriminated  against one of its  employees by not  providing
insurance coverage for fertility services.

     ART services are the most rapidly growing segment of the fertility  market.
According  to  the  Society  of  Assisted   Reproductive   Technology  ("SART"),
approximately  10,000 ART  procedures  were performed in 1987. In 2000, the most
recent year for which data are  available,  approximately  93,000 ART procedures
were performed. There is reason to believe that the market will continue to grow
in the future for the following  reasons:  (i) the quality of ART  treatments is
improving,  making outcomes much more  acceptable;  (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,  such as
blastocyst culture and transfer,  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.

     The market  conditions  producing  business  opportunities  for the Company
include:  (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;  and (vi)  the high  cost of  pharmaceutical  products  requiring
patient education and support.

Company Strategy

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

                                      -3-



   Expand the IntegraMed Provider Network

     The Company will seek to expand the  IntegraMed  Provider  Network to cover
additional  major market areas  across the country.  The Company will  primarily
focus the IntegraMed  Provider Network  development  activities on major markets
with  populations in excess of one million because the demographics of consumers
who access fertility services are consistent with the demographics of most major
metropolitan  markets. In addition,  the relatively low incidence of infertility
requires a large  population base to support a sophisticated  fertility  center.
The  Company  believes  high  quality  fertility  centers are capable of drawing
consumers from  approximately  a one hundred mile radius or more if alternatives
are  unavailable.  It is the Company's  belief that these market  dynamics would
allow the Company to cover a large  percentage  of the  national  population  by
expanding the  IntegraMed  Provider  Network to the fifty  largest  metropolitan
markets across the country.

     The entry  point for  fertility  centers  participating  in the  IntegraMed
Provider Network is the FertilityDirect  program.  The  FertilityDirect  program
provides  contracted  fertility  centers  with  exclusive  market  access to the
Company's  products and services that support patient  recruitment.  Included in
this program are (i) Shared Risk Refund treatment packages (as described below),
(ii) treatment  financing and (iii)  Internet  marketing.  The Company  licenses
these programs  exclusively to one leading fertility center in each major market
targeted.

   Increase the Number and Value of Service Packages sold to Participating
    Fertility Centers

     The Company has a portfolio of discrete  service  packages that are sold to
fertility  centers   participating  in  the  IntegraMed  Provider  Network.  The
Company's service offerings include:

     FertilityWeb(TM)  - a Web Site  development,  hosting and marketing service
that  helps  contracted   fertility  centers  develop  and  maintain  a  modern,
transaction  oriented Web Site. Web Sites for contracted  fertility  centers are
built with a technology known as Dynamic Site Rendering  Engine  ("DSRE").  DSRE
also  contains a web editing tool that permits  anyone with a common web browser
to  maintain  the Web  Site to  ensure  it is up to date.  Contracted  fertility
centers  also gain  access to  additional  web site  visitors by virtue of their
placement on www.integramed.com, the Company's industry leading web site.

     FertilityPurchase(TM) - a group purchasing program exclusively available to
fertility centers participating in the IntegraMed Provider Network. The focus of
the  FertilityPurchase  program is on high cost disposable supplies,  laboratory
reagents and capital  equipment  used by  fertility  centers in  diagnosing  and
treating  infertility.  The Company  intends to extend  this  program to include
other  products and services that  fertility  centers  commonly  purchase in the
ordinary  course of business,  including  malpractice  insurance,  computers and
medical supplies.

     FertilityMarKit(TM)  - a  package  of  award-winning  marketing  and  sales
programs that have helped  contracted  fertility  centers to grow at three times
the average rate for the industry. This service includes access to the Company's
proprietary marketing collateral material library of ads, brochures,  fliers and
announcements.  In addition,  the Company conducts quarterly sales and marketing
training  seminars,  offers  a media  buying  service  and  produces  radio  and
television ads and educational videos.

     ARTWorks(R)   Clinical   Information   System  -  a  proprietary   clinical
information system focused  exclusively on the unique  requirements of providing
clinical care to patients seeking fertility  treatment.  Owned and maintained by
the  Company,   ARTWorks  Clinical  Information  System  is  distributed  on  an
application  services  provider  ("ASP")  model.  Under this model,  the Company
maintains the  application in its dedicated data center in New York.  Contracted
fertility  centers  only  need  to  gain  access  to  the  application  with  an
appropriate  telecommunication link and maintain their own local area network to
utilize  the  application.  The  benefit of the ASP model is that the  Company's
customers do not need to invest in expensive  hardware or licensing fees to gain
access to the  application.  The Company has also  optimized the  application by
developing and maintaining an interface with commonly used laboratory  equipment
and the Company's chosen practice management and financial information systems.

     ARTWorks Practice Management Information System - based on the Misys Vision
system, is an information  system that enables  contracted  fertility centers to
have a sophisticated  scheduling,  billing and accounts  receivable  system. The
Misys system is also offered on an ASP model, which permits contracted fertility
centers to gain access to a powerful practice management system at a fraction of


                                      -4-


the cost of  traditional  installation.  This system has been  customized to the
unique  requirements of fertility  centers and has helped  contracted  fertility
centers to maintain excellent performance on managing accounts receivable.

     FertilityPartners(TM)  - fertility  centers that contract for this program,
receive  a  comprehensive,  turnkey  fertility  center  operation,  may  use the
"Reproductive  Science  Center"  designation  and have  access to the  Company's
entire portfolio of services including: (i) administrative  services,  including
accounting and finance, human resource functions, and purchasing of supplies and
equipment;  (ii) access to capital and servicing and financing  patient accounts
receivable;  (iii) marketing and sales; (iv) integrated information systems; and
(v) assistance in identifying best clinical practices.

     Entering in to FertilityPartners(TM)  Contracts

     Fertility  centers  participating  in  the  FertilityPartners  program  are
entitled to the Company's full service support. The Company will primarily focus
its FertilityPartners  contracting efforts on fertility centers participating in
the  IntegraMed  Provider  Network.   These  are  fertility  centers  that  have
contracted with the Company for more limited, discrete service packages and have
developed  a good  working  relationship  with the  Company.  This good  working
relationship mitigates risk associated with capital investments that are part of
the  FertilityPartners  program.  The Company  believes that a number of factors
will contribute to the successful transition of certain participating  providers
in the  IntegraMed  Provider  Network to the  FertilityPartners  program.  These
factors  include:  (i) the high quality  reputation  of the Company in providing
services  in the  areas  of  fertility  and ART  services;  (ii)  the  Company's
expertise in assisting its customers in increasing revenues and maintaining cost
efficient operations;  (iii) the Company's success in improving patient outcomes
by providing laboratory support services to the  FertilityPartners  program; and
(iv) the capital intensive nature of operating modern,  sophisticated  fertility
centers and the difficulty  most physician  groups have in accessing  sufficient
capital.

   Increasing Revenues from FertilityPartners(TM) Contracts

     The   Company   expects   to   increase    revenues   derived   under   its
FertilityPartners  contracts by: (i) sponsoring  mergers with smaller  fertility
physician group  practices;  (ii) making available  expanded  laboratory and ART
services at the  fertility  centers,  thereby  increasing  revenues per patient;
(iii)  making  available  increased  marketing  and sales  support to  fertility
centers;  and (iv) increasing the opportunity for participation by the fertility
centers  in  clinical  trials  of new  drugs,  medical  devices  and  diagnostic
technologies under development.

   Increasing the Number of Shared Risk Refund Treatment Packages Sold
     and Managing the Associated Risk

     The  Company  will  seek to  increase  the  number of  Shared  Risk  Refund
treatment  packages sold directly to consumers.  The Shared Risk Refund  program
was  established at Shady Grove  Fertility  Reproductive  Science Center ("Shady
Grove") - the leading fertility center in the metropolitan Washington,  DC area,
a FertilityPartner and a member of the IntegraMed Provider Network. Based on the
experience at Shady Grove, the Company  developed an actuarial model that allows
pricing a  treatment  package to  consumers.  The  Shared  Risk  Refund  program
consists of a package that includes up to three cycles of in vitro fertilization
for one fixed price with a significant  refund if the patient does not deliver a
baby.  Under this innovative  financial  program,  the Company  receives payment
directly  from  consumers  who  qualify  for the  program  and  pays  contracted
fertility centers a defined reimbursement for each treatment cycle performed.

     To manage the risk  associated  with the Shared  Risk Refund  program,  the
Company has developed a  pre-authorization  and a case management  program.  The
pre-authorization is a structured process of collecting pre-treatment diagnostic
information  on each  patient  seeking  enrollment  in the  Shared  Risk  Refund
program.  By  evaluating  clinical   information  the  Company  can  assess  the
likelihood of any  individual  achieving  pregnancy.  In addition,  each patient
enrolled  in the  Shared  Risk  Refund  program is  evaluated  as part of a case
management  program  to  continually  assess  response  to  treatment.  Both the
pre-authorization  program and the case  management  program  help to manage the
risk fundamental to the Shared Risk Refund program.

   Increasing Sales of Pharmaceutical Products and Services

     The Company will continue its efforts to expand the pharmaceutical products
and services line by: (i)  providing  Education  Matters(TM)  - a  comprehensive
patient  educational  support  program;  (ii)  packaging  products  in the Cycle
Kit(TM)- a unique packaging system that provides  patients with all supplies and
instructions  for proper  utilization of medication;  (iii)  minimizing  cost to
patients and payers by implementing Cycle Track(TM) - a fertility pharmaceutical
case management system that dispenses only the required amount of medication for


                                      -5-


patients to complete their treatment;  (iv) implementing an aggressive marketing
and  sales  program  in  cooperation   with  ivpcare,   inc.  (the  supplier  of
pharmaceuticals  to IntegraMed  Pharmaceutical  Services,  Inc., a  wholly-owned
subsidiary of the Company  ("IPSI"));  and (v) expanding the offering beyond the
six FertilityPartners centers to the entire IntegraMed Provider Network.

   Developing Internet-Based Access to Personalized Health Information

     The  Company  will  continue  to  develop  www.integramed.com  as a leading
fertility  portal.  The web site has provided a direct marketing  infrastructure
that allows the Company to offer efficient transaction processing capability for
consumers and affiliated fertility centers.  Currently consumers can participate
in an  on-line  tutorial,  subscribe  to a  bi-weekly  newsletter,  apply for an
appointment,  apply for  treatment  financing,  apply for the Shared Risk Refund
program  and apply to become an egg  donor.  All  transactions  are logged to an
Oracle  database  housed in the Company's data center.  In addition,  contracted
fertility centers receive patient inquiries and referrals as appropriate.

Core Competencies

     The Company's service packages are constructed from core  competencies.  In
particular,   the  Company's  core  competencies   include:  (i)  administrative
services,  including  accounting  and finance,  human  resource  functions,  and
purchasing of supplies and  equipment;  (ii) access to capital and servicing and
financing  patient  accounts   receivable;   (iii)  marketing  and  sales;  (iv)
integrated  information systems; and (v) assistance in identifying best clinical
practices.

     By providing fertility centers with access to these resources,  the Company
enables  contracted  fertility  centers to  achieve  improved  efficiencies  and
business outcomes.

   Administrative Services

     The  Company  provides   administrative   services  to  fertility  centers,
including: (i) accounting and finance 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.

   Access to Capital

     The Company  provides  fertility  centers  with a  significant  competitive
advantage  through  immediate  access to capital for expansion  and growth.  The
Company  also offers  physician  providers  in its 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,  the  Company has built a new  facility  that  includes  an  embryology
laboratory for certain fertility centers,  thereby enabling them to expand their
service offerings to include a number of services (including  laboratory and ART
services) which had previously been outsourced. The Company believes that access
to these  facilities  and new  technologies  has  improved  the  ability  of the
fertility  centers to offer  comprehensive  high  quality  services,  expand the
revenue base per patient, and compete effectively.

   Marketing and Sales

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

     The  Company  believes  that  participation  in  its  network  will  assist
fertility centers in establishing contracts with managed care organizations. The
Company believes that by integrating  fertility  physicians with ART facilities,
and thereby  developing full service  fertility  centers,  practices  within the
IntegraMed  Provider  Network will be permitted to compete more  effectively for
managed care contracts.


                                      -6-


   Integrated Information System

     The  Company  is  using  its  established  base  of  fertility  centers  to
continuously  develop  a  nationwide,   integrated  information  system,  called
ARTWorks(TM),  to collect and analyze clinical, patient, financial and marketing
data.  The  Company  believes  it is able to use this data to control  expenses,
measure patient outcomes,  improve patient care,  develop and manage utilization
rates and maximize  reimbursements.  The Company also believes  this  integrated
information system allows the fertility centers to more effectively  compete for
and price managed care contracts,  in large part because an information  network
can provide these managed care organizations with access to patient outcomes and
cost data.

   Assistance in Identifying Best Clinical Practices

     The  Company  assists   fertility  centers  in  identifying  best  clinical
practices and  implementing  quality  assurance and risk management  programs in
order to improve patient care and clinical  outcomes.  For example,  the Company
has  instituted  the  Council  of  Physicians  and  Scientists,  who  review the
principal elements necessary to achieve successful treatment outcomes and assist
physicians in  optimizing  such  outcomes.  The  Company's  structured  Clinical
Quality  Improvement Program under the auspices of the Council of Physicians and
Scientists produces a distinctive  competitive  advantage in the marketplace for
the Company's network of fertility centers.

FertilityPartners Contracts

     The Company has a  FertilityPartners  contract with six fertility  centers,
which in turn employ and/or contract with the physicians.

   Current FertilityPartners Contracts

     The Company currently has contracts with six fertility  centers  consisting
of 25  locations  in nine  states and the  District  of  Columbia.  There are 48
physicians  and Ph.D.  scientists,  including  physicians  and Ph.D.  scientists
employed and/or contracted by the fertility  centers,  as well as physicians who
have  arrangements  to utilize the Company's  facilities.  The  following  table
describes in detail each fertility center:




                                                                                 Number of           Initial
                                                                 Number of    Physicians and    Business Services
              Fertility Centers                   State          Locations   Ph.D. Scientists     Contract Date
              -----------------                   -----          ---------   ----------------     -------------

                                                                                     
Reproductive Science Center of Boston........      MA, NH & RI       5              10            July 1988
Reproductive Science Associates..............      NY                2               5            June 1990
Reproductive Science Center of the Bay Area
   Fertility and Gynecology Medical Group....      CA                3               6            January 1997
Fertility Centers of Illinois................      IL                7              12            August 1997
Shady Grove Fertility Reproductive
   Science Centers...........................      MD, VA & DC       5              10            March 1998

IVF Florida 2002.............................      FL                3               5            April 2002



   Establishing FertilityPartners Contracts

     In establishing a FertilityPartners  contract,  the Company typically:  (i)
acquires  certain  assets of a  fertility  center;  (ii) enters into a long-term
services  agreement with the fertility  center under which the Company  provides
comprehensive  services;  and (iii)  assumes the  principal  administrative  and
financial functions of the fertility center. In addition,  the Company typically
requires  (a)  that  the  fertility  center  enter  into  long-term   employment
agreements containing  non-compete provisions with the affiliated physicians and
(b) that each of the physician shareholders of the fertility center enter into a
personal  responsibility  agreement with the Company.  Typically,  the fertility
center's related medical practice contracting with the Company is a professional
corporation in which certain of, or all of, the physicians are the shareholders.


                                      -7-


     Typically,  the  FertilityPartners  contracts obligate the Company to pay a
fixed sum for the exclusive right to service the fertility  center, a portion or
all of which is paid at the  contract  signing  with any  balance  to be paid in
future annual  installments.  The agreements are typically for terms of 10 to 25
years and are generally subject to termination due to insolvency,  bankruptcy or
material breach of contract.  Generally,  no shareholder of the fertility center
may assign his interest in the  fertility  center  without the  Company's  prior
written consent.

     The FertilityPartners  contract provides that all patient medical care at a
contracted fertility center is to be provided by the physicians of the fertility
center and that the Company  generally  is  responsible  for  providing  defined
services to the fertility center. The Company provides the equipment, facilities
and support necessary to operate the fertility center and employs  substantially
all such other  non-physician  personnel as are necessary to provide  technical,
consultative  and  administrative  support  for  the  patient  services  at  the
fertility center. Under certain agreements,  the Company is committed to provide
a clinical laboratory.  Under the agreements, the Company may also advance funds
to the fertility  center for providing new services,  utilize new  technologies,
fund projects, purchase the net accounts receivable,  provide working capital or
fund mergers with other physicians or physician groups.

     Under  five   FertilityPartners   agreements,   the  Company   receives  as
compensation  for its services a  three-part  fee  comprised  of: (i) a variable
percentage of net revenues generally up to 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) a fixed  percentage of earnings
after the initial service fees which currently ranges from 10% to 19%.

     As  compensation  for providing  services  under the sixth  agreement,  the
Company receives a fixed fee, plus reimbursed costs of services.

     On  November  25,   2002,   the  Company   announced   the  ending  of  its
FertilityPartners  agreement with  Reproductive  Science  Associates of New York
("RSA of New York").  The  agreement is to end on November 15, 2003.  RSA of New
York serves the Long Island market and revenues for the four  quarterly  periods
ending  prior  to  the  announcement  were  $9.1  million.  The  program  had  a
contribution of $750,000 for the same period.  At the time of the  announcement,
the Company evaluated its exclusive business rights asset associated with RSA of
New York and reduced that asset to its  realizable  value by adjusting the asset
downward by $350,000.

     The Company  reports all fees as "Revenues,  net." Direct costs incurred by
the  Company in  performing  its  services  and costs  incurred on behalf of the
fertility  centers are recorded in "cost of services  incurred".  The physicians
receive as  compensation  all remaining  earnings after payment of the Company's
compensation.

   Physician Employment Agreements

     Employment   agreements   between  the  fertility  centers  and  physicians
generally provide for an initial term ranging from three to five years. The term
may be automatically renewed at successive intervals unless the physician or the
fertility  center elects not to renew or such agreement is otherwise  terminated
for cause or the death or disability  of a physician.  The  physicians  are paid
based  upon  either  the  number of  procedures  performed  or other  negotiated
formulas  agreed upon between the physicians and the fertility  center,  and the
fertility  centers  provide the  physicians  with health,  death and  disability
insurance and other benefits.  The fertility centers are obligated to obtain and
maintain  professional  liability insurance coverage,  procured on behalf of the
physicians.  Pursuant to the employment agreements,  the physicians agree not to
compete with the  fertility  center with which they have  contracted  during the
term of the agreement and for a certain period following the termination of such
employment   agreement.   In  addition,   the   agreements   contain   customary
confidentiality provisions.

   Affiliate Care/Satellite Service Agreements

     Fertility  centers may also have  affiliate  care  agreements and satellite
service agreements with physicians who are not employed by the fertility center.
Under an  affiliate  care  agreement,  the  fertility  center  contracts  with a
physician to provide certain services for the fertility center's patients,  such
as endocrine/ultrasound monitoring, or ART services.

Pharmaceutical Subsidiary

     IPSI   markets   fertility-related   pharmaceutical   products  to  certain
participating  providers in the IntegraMed Provider Network. IPSI contracts with
ivpcare,  inc., a licensed  pharmacy  specializing in dispensing  pharmaceutical
products, which provides certain business services to IPSI.

                                      -8-


Financing Subsidiary

     IntegraMed  Financial Services,  Inc. ("IFS"), a wholly owned subsidiary of
the Company, arranges financing to qualified patients of the IntegraMed Provider
Network  at rates  significantly  lower  than  credit  cards and  other  finance
companies.  IFS is  administered  by AmeriFee LLC, a third party  vendor,  which
provides  administrative  management  services  to IFS.  The  loans  are made to
qualified  patients by a third party bank. The patient makes payment directly to
the medical practice. The bank pays a placement fee to the Company. Such revenue
is  recorded  when the  Company  receives  the cash at the time of  closing  the
transaction.

Council of Physicians and Scientists

     The  Company's  Council  of  Physicians  and  Scientists  (the  "Council"),
comprised mostly of representatives  from the IntegraMed  Provider Network,  was
established  in 1996 to bring  together  leaders in  reproductive  medicine  and
embryology  to promote a high quality  clinical  environment  in the  IntegraMed
Provider  Network.  The  Council  meets  twice  each year and  conducts  monthly
teleconferences  on  topics  related  to  improving  infertility  treatment  and
diagnosis.  The Council  publishes its  recommendations  and the Company's staff
follows up on  implementing  Council  recommendations.  The Council  reviews and
recommends  accepting  or  denying  additional  physicians  who want to join the
IntegraMed Provider Network based on objective clinical credentialing criteria.

Reliance on Third-Party Vendors

     IPSI,  as well as all  medical  providers  who deliver  services  requiring
fertility  medication,  are dependent on three third-party  vendors that produce
such  medications  (including but not limited to: Lupron,  Follistim,  Repronex,
GonalF and Pregnyl)  that are vital to treating  infertility  and ART  services.
Should any of these vendors experience a supply shortage, it may have an adverse
impact on the  operations  of the  IntegraMed  Provider  Network.  To date,  the
IntegraMed Provider Network has not experienced any such adverse impacts.

Competition

     The business of providing health care services is intensely competitive and
providers  strive to find the most  cost-effective  method of providing  quality
health  care.  Although  the  Company  focuses on medical  groups  that  provide
fertility  and ART services,  it competes for  contracts  with other health care
services and management companies,  as well as hospitals and  hospital-sponsored
management  services  organizations.  If federal or state governments enact laws
that attract other health care providers to the managed care market, the Company
may encounter increased  competition from other institutions seeking to increase
their presence in the managed care market and which have  substantially  greater
resources  than the Company.  There can be no assurance that the Company will be
able to  compete  effectively  with its  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  to acquire the assets and service
rights of fertility centers on terms beneficial to the Company.

     The  fertility   industry  is  highly   competitive  and  characterized  by
technological  improvements.  New ART services and  techniques  may be developed
that may render obsolete the ART services and techniques  currently  employed at
the fertility centers. Competition in the areas of fertility and ART services is
largely based on pregnancy and other patient outcomes.  Accordingly, the ability
of a fertility center to compete is largely  dependent on its ability to achieve
adequate pregnancy rates and patient satisfaction levels.

Government Regulation

     As a participant in the health care industry,  the Company's operations and
its relationships with the FertilityPartners centers and the IntegraMed Provider
Network  are  subject  to  extensive  and   increasing   regulation  by  various
governmental entities at the federal, state and local levels. 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 and  regulations and Anti-Trust  Laws. The Company  believes its operations
and those of the  FertilityPartners  centers  are in  material  compliance  with
applicable health care laws. Nevertheless, the laws and regulations in this area
are extremely complex and subject to changing interpretation and many aspects of
the Company's  business and business  opportunities have not been the subject of
federal or state regulatory review or interpretation.  Accordingly,  there is no
assurance  that the  Company's  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 the  Company's  past,
current or future  operations  violate  applicable laws or  regulations.  If the
Company's  interpretation  of the relevant laws and  regulations  is inaccurate,
there could be a material  adverse effect on the Company's  business,  financial


                                      -9-


condition and operating  results.  There can be no assurance that such laws will
be interpreted in a manner consistent with the Company's practices. There can be
no assurance that a review of the Company or the fertility  centers by courts or
regulatory authorities will not result in a determination that would require the
Company or the fertility centers to change their practices. There also can be no
assurance that the health care regulatory  environment  will not change so as to
restrict the Company's or the fertility  centers'  existing  operations or their
expansion.  Any significant  restructuring or restriction  could have a material
adverse  effect on the  Company's  business,  financial  condition and operating
results.

     Corporate Medical Practice Laws. The Company's operations may be subject to
state laws relating to corporations practicing medicine. State laws may prohibit
corporations other than medical  professional  corporations or 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.  Furthermore,  operations in New York,
California,  Maryland and Illinois may be subject to fee-splitting prohibitions.
State law may also prohibit a corporation other than  professional  corporations
or associations (or, in some states, limited liability companies) from acquiring
the goodwill of a medical  practice.  The Company believes its operations are in
material  compliance  with  applicable  state  laws  relating  to the  corporate
practice of  medicine.  The Company  performs  only  non-medical  administrative
services,  and in  certain  circumstances,  clinical  laboratory  services.  The
Company does not  represent to the public that it offers  medical  services.  In
each state, 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.  However,  although  the Company
believes  its  operations  are in  material  compliance  with  applicable  state
corporate  practice of medicine  laws, the laws and their  interpretations  vary
from state to state,  and are enforced by regulatory  authorities who have broad
discretionary  authority.  There can be no  assurance  that  these  laws will be
interpreted in a manner  consistent  with the Company's  practices or that other
laws or regulations will not be enacted in the future that could have a material
adverse  effect on the  Company's  business,  financial  condition and operating
results.

     Health  Insurance   Portability  and  Accountability  Act.  Recently,   the
healthcare  industry  began to focus on the  impact  that the  Health  Insurance
Portability and  Accountability  Act ("HIPAA")  regulations  and  implementation
might have on their  operations and information  systems.  HIPAA was designed to
reduce the amount of  administrative  waste in  healthcare  today and to further
protect the privacy of any  patient's  medical  information.  HIPAA  regulations
identify certain standards for both manual processes and automated processes and
systems handling patient medical  information.  The HIPAA regulations related to
privacy of medical  information  are  scheduled to be  implemented  on April 14,
2003.  HIPAA  regulations  related to  standard  data  formats and data sets for
electronic  transaction  processing  require  implementation  by  October  2003.
Additional  HIPAA  regulations  for security are scheduled to be  implemented in
April 2005. The HIPAA  regulations  may impose the need for additional  required
enhancements  of the Company's  internal  systems.  While the Company will incur
costs to become compliant with the HIPAA  regulations,  management  believes the
regulations will not have a significant  overall impact on the Company's results
of  operations.  The Company is  currently  assisting  its  FertlityPartners  in
implementing the privacy and data format and sets standards.

Liability and Insurance

     Providing  health care  services  entails a  substantial  risk of potential
medical  malpractice and similar  claims.  The Company does not itself engage in
the practice of medicine or assume responsibility for compliance with regulatory
requirements   directly   applicable  to  physicians,   and  therefore  requires
associated  fertility  centers to maintain  medical  malpractice  insurance.  In
general,  the Company has  established  a program that  provides  the  fertility
centers  with such  required  insurance.  However,  in the event  that  services
provided at the fertility centers or any affiliated medical practice are alleged
to have resulted in injury or other adverse effects, the Company is likely to be
named as a party in a legal proceeding.

     Although  the  Company  currently  maintains  liability  insurance  that it
believes is adequate in risk and amount,  successful  malpractice  claims  could
exceed the limits of the Company's  insurance and could have a material  adverse
effect on the  Company's  business.  Moreover,  there is no  assurance  that the
Company will be able to obtain such insurance on commercially  reasonable  terms
in the future or that any such insurance will provide adequate  coverage against
potential claims. In addition,  a malpractice claim asserted against the Company
could be  costly  to  defend,  could  consume  management  resources  and  could
adversely affect the Company's reputation and business,  regardless of the merit
or eventual  outcome of such claim.  In addition,  in connection  with the asset
acquisition  of certain  fertility  centers,  the Company may assume some of the
fertility center's stated  liabilities.  Therefore,  an entity may assert claims
against the  Company for events  related to the  fertility  center  prior to its
becoming a FertilityPartner. The Company maintains insurance coverage related to
those risks that it believes is adequate as to the risks and  amounts,  although
there is no  assurance  that any  successful  claims will not exceed  applicable
policy limits.

                                      -10-


     There  are  inherent  risks  specific  to the  provision  of ART  services.
Currently,  fertility  medication  is critical to most ART services and a ban by
the United  States Food and Drug  Administration  or any  limitation  on its use
would have a material adverse effect on the Company.  Furthermore,  ART services
increase the likelihood of multiple  births,  which are often  premature and may
result in increased costs and complications.

Employees

     As of March 14,  2003,  the Company had 660  employees.  Of these,  625 are
employed  at  the  FertilityPartners  contracted  fertility  centers  and 35 are
employed  at  the  Company's   headquarters,   including  7  who  are  executive
management.  Of the Company's  employees,  138 persons at the  FertilityPartners
contracted fertility centers and none at the Company's headquarters are employed
on a part-time  basis.  The Company is not a party to any collective  bargaining
agreement and believes its employee relationships are good.

Segment Information

     The Company is  principally  engaged in providing  products and services to
the fertility market. For disclosure  purposes,  the Company recognizes services
offered to its network of fertility centers and its pharmaceutical  distribution
operations as separate reporting segments. The services segment includes revenue
and costs categorized as  FertilityPartners  Service Fees and Other Revenue,  as
follows  (000's  omitted):   Pharmaceutical   Corporate  Services   Distribution
Consolidated



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

                                                                                      
For the Year ended December 31, 2002
     Percentage of total revenues...........          (0.4)%         78.0%          22.4%          100.0%
     Revenues...............................        $ (322)       $68,813        $19,709         $88,200
     Cost of Services.......................            --         59,953         18,396          78,349
                                                    ------        -------        -------         -------
     Contribution...........................          (322)         8,860          1,313           9,851

     General and administrative costs.......                                                       8,097
     Interest, net..........................                                                          52
                                                                                                 -------
     Income before income taxes.............                                                       1,702
                                                                                                 -------
     Depreciation expense included above....                                                       2,162
     Capital expenditures...................           238          1,792             --           2,030
     Total assets...........................        10,214         35,403          1,827          47,444

For the Year ended December 31, 2001
     Percentage of total revenues...........             0%          79.6%          20.4%         100.0%
     Revenues...............................       $    --        $58,791        $15,107         $73,898
     Cost of Services.......................            --         49,510         14,503          64,013
                                                    ------        -------        -------         -------
     Contribution...........................            --          9,281            604           9,885

     General and administrative costs.......                                                       7,827
     Interest, net..........................                                                         102
                                                                                                 -------
     Income before income taxes.............                                                     $ 1,956
                                                                                                 =======
     Depreciation expense included above....                                                     $ 1,652
     Capital expenditures...................       $   161        $ 1,504        $    --         $ 1,665
     Total assets...........................       $11,325        $31,138        $ 2,158         $44,621




                                      -11-




                                                                              Pharmaceutical
                                                  Corporate       Services     Distribution   Consolidated
                                                  ---------       --------     ------------   ------------
                                                                                     
For the Year ended December 31, 2000
     Percentage of total revenues...........            --%          83.0%          17.0%          100.0%
     Revenues...............................      $     --        $47,317       $  9,682         $56,999
     Cost of Services.......................            --         39,447          9,358          48,805
                                                    ------        -------        -------         -------
     Contribution...........................            --        $ 7,870       $    324         $ 8,194

     General and administrative costs.......                                                       5,880
     Interest, net..........................                                                         210
                                                                                                 -------
     Income before income taxes.............                                                     $ 2,104
                                                                                                 =======
     Depreciation expense included above....                                                     $ 1,697
     Capital expenditures...................        $  199        $ 1,153       $     --         $ 1,352
     Total assets...........................        $3,335        $34,238       $  1,272         $38,845


Significant Service Contracts

     For the  years  ended  December  31,  2002,  2001,  and 2000 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
                                         -------------------------         -------------------------
                                         2002      2001       2000         2002      2001       2000
                                         ----      ----       ----         ----      ----       ----

                                                                             
     Boston.........................     10.8      10.9       13.9         14.2       12.6      18.7
     Long Island....................     10.0      10.8       10.4          5.2        6.9       6.9
     New Jersey.....................      --        1.9        5.1          --        12.0      18.6
     Illinois.......................     27.7      29.3       26.9         31.0       29.5      26.7
     Shady Grove....................     17.7      17.3       17.6         26.3       21.2      17.7
     Bay Area.......................      7.4       8.4        8.2         10.9       10.6       9.1



ITEM  2. Properties

     The Company's headquarters and executive offices are in Purchase, New York,
where it occupies  approximately,  18,600 square feet under a lease  expiring in
2012 at a monthly rental ranging from $29,500 to $51,100.

     The  Company  leases,   subleases,   and/or   occupies,   pursuant  to  its
FertilityPartners  agreements,  each fertility  center location from third-party
landlords.  Costs  associated  with these  agreements  are  included in "Cost of
services  rendered"  and are  reimbursed  to the  Company  as  part of its  fee;
reimbursed costs are included in "Revenues, net".

     The Company  believes its executive  offices and the space  occupied by the
fertility centers are adequate.

ITEM  3. Legal Proceedings

     In  June  2002,  the  Company  was  served  with  a  complaint,   captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County,  alleging breach of
contract and seeking damages in excess of $5 million. The Company has served and
filed an answer denying all material  allegations of the complaint and asserting
affirmative  defenses.  The  Company has also filed a  counterclaim  against the
plaintiff  demanding an accounting  and return of certain fees paid to plaintiff
by the Company.  The Company believes it has meritorious defenses to the claims,
and based on opinion of counsel, believes that the likelihood of the suit having
a material  adverse effect on the financial  position,  results of operations or
the cash flow of the Company is remote.

                                      -12-


     There are other minor legal proceedings to which the Company is a party. In
the Company's  opinion,  the claims asserted and the outcome of such proceedings
will not have a material  adverse effect on the financial  position,  results of
operations or the cash flow of the Company.

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

     None.


                                      -13-


PART II

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The Company's  Common Stock has been traded on The NASDAQ  National  Market
under the symbol "INMD" since the Company's  formal name change in June 1996 and
prior to the name  change  under the symbol  "IVFA"  since May 21,  1993.  Prior
thereto,  the  Company's  Common  Stock had been trading on the NASDAQ Small Cap
Market since October 8, 1992.  The  following  table sets forth the high and low
closing  sales price for the Common  Stock,  as reported on The NASDAQ  National
Market.


                                                Common Stock
                                              -----------------
                                              High          Low
                                              -----------------
         2001
         First Quarter.....................  $3.00        $1.88
         Second Quarter....................   6.00         2.50
         Third Quarter.....................   7.31         2.60
         Fourth Quarter....................   6.75         3.23

         2002
         First Quarter.....................   6.28         4.04
         Second Quarter....................   8.89         5.65
         Third Quarter.....................   8.05         5.00
         Fourth Quarter....................   6.93         4.02

     On March 14,  2003,  there were  approximately  87 holders of record of the
Common Stock and  approximately  1,205 beneficial owners of shares registered in
nominee or street name.

     The Company has not paid  dividends on its Common Stock during the last two
fiscal  years.  The  Company  currently  anticipates  that  it will  retain  all
available  funds for use in the operation  and  expansion of its  business,  and
therefore, does not anticipate paying any cash dividends on its Common Stock for
the foreseeable future.

     The Company has two stock option  plans all of which have been  approved by
the Company's  shareholders.  The following table sets forth certain information
relative to our stock option plans.



                                                                                  Number of securities
                              Number of Securities                                remaining available for
                               to be issued upon           Weighted-average       future issuance under
                               exercise of                 exercise price of      equity compensation plans
                               outstanding options,        outstanding options,   (excluding securities
      Plan Category            warrants and rights         warrants and rights    reflected in column (a)
      -------------            -------------------         -------------------    -----------------------
                                       (a)                       (b)                        (c)
                                                                                 
      Equity compensation
      plans approved by
      security holders........      852,640                      $4.29                     1,458

      Equity compensation
      plans not approved
      by security holders.....            0                          0                         0

         Total................      852,640                      $4.29                     1,458



     On  October  15,  2002,  the  Company   completed  its  redemption  of  the
outstanding  165,644  shares of the Series A  Cumulative  Convertible  Preferred
Stock  (the  "Preferred  Stock")  for $10.30  per share in  accordance  with the
Certificate of Designation for the Preferred Stock.

     Unregistered  shares of Common  Stock and  warrants to  purchase  shares of
Common Stock were issued during 2002,  as described in the following  paragraphs
in reliance of Section 4(2) of the Securities Act of 1933.



                                      -14-


     In 2002,  the Company  issued an aggregate of 37,640  shares of  restricted
Common Stock to members of the Company's  Board of Directors and officers of the
Company. These shares had a market value on the date of issuance of $249,000.

     In 2002,  the Company  issued an aggregate  of 7,089  shares of  restricted
Common Stock to the physician partners of the Northwest Center for Fertility and
Reproductive Endocrinology,  in connection with the FertilityPartners agreement.
These shares had a market value of $45,000 on the date of issuance.

     During 2002, the Company took advantage of market conditions and engaged in
a private  placement  of its Common  Stock and issued  220,000  shares of Common
Stock and 88,000  warrants to purchase  Common  Stock with a net market value of
$1,375,000.  The warrants  became  exercisable on January 31, 2003 and expire on
January 31, 2006. The Company filed a registration statement to cover the resale
of the Common Stock and the resale of the Common Stock  underlying the warrants.
The  additional  equity raised is intended for general  corporate  purposes.  In
addition,  17,600  warrants  were  issued  to the  underwriter  of  the  private
placement, which become exercisable July 30, 2002 and expire July 30, 2007.

ITEM 6.  Selected Financial Data

     The following  selected  financial  data (for the years ended  December 31,
2002,  2001 and 2000) are  derived  from the  Company's  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.

Statement of Operations Data (1), (4):


                                                                 December 31,
                                          ----------------------------------------------------
                                           2002         2001       2000       1999      1998
                                          ------      --------    -------   -------    -------
                                                 (in thousands, except per share amounts)

                                                                      
Revenues, net ........................   $ 88,200   $ 73,898    $ 56,999   $ 43,545   $ 37,628
Costs of services incurred ...........     78,349     64,013      48,805     36,556     29,778
                                         --------   --------    --------   --------   --------
Contribution .........................      9,851      9,885       8,194      6,989      7,850
General and administrative expenses ..      8,097      7,827       5,880      6,084      5,316
Total other expenses, net ............         52        102         210        347        341
Restructuring and other charges (2) ..         --         --          --         --      2,084
                                         --------   --------    --------   --------   --------
Income from continuing operations ....      1,702      1,956       2,104        558        109
Loss from operation and disposal of
   AWM Division (3) ..................         --         --          --         --      4,501
                                         --------   --------    --------   --------   --------
Income (loss) before taxes ...........      1,702      1,956       2,104        558     (4,392)
Provision (benefit) for income taxes .        562     (4,557)        187        240        340
                                         --------   --------    --------   --------   --------
Net income (loss) ....................      1,140      6,513       1,917        318     (4,732)
Less: Dividends paid and/or accrued on
   Preferred Stock ...................         69        133         133        133        133
                                         --------   --------    --------   --------   --------
Net income (loss) applicable to Common
   Stock .............................   $  1,071   $  6,380    $  1,784   $    185   $ (4,865)
                                         ========   ========    ========   ========   ========
Basic earnings per share
   Continuing operations .............   $   0.33   $   2.07    $   0.43   $   0.04   $  (0.07)
   Discontinued operations ...........         --         --          --         --      (0.87)
                                         --------   --------    --------   --------   --------
Basic EPS ............................   $   0.33   $   2.07    $   0.43   $   0.04   $  (0.94)
                                         ========   ========    ========   ========   ========
Diluted earnings per share
   Continuing operations .............   $   0.31   $   2.01    $   0.43   $   0.04   $  (0.07)
   Discontinued operations ...........         --         --          --         --      (0.87)
                                         --------   --------    --------   --------   --------
Diluted EPS ..........................   $   0.31   $   2.01    $   0.43   $   0.04   $  (0.94)
                                         ========   ========    ========   ========   ========
Weighted average shares - basic ......      3,195      3,081       4,110      4,874      5,202
                                         ========   ========    ========   ========   ========
Weighted average shares  - diluted ...      3,468      3,175       4,172      4,951      5,202
                                         ========   ========    ========   ========   ========



                                      -15-


Balance Sheet Data:


                                                                           December 31,
                                                  ------------------------------------------------------------
                                                   2002         2001           2000         1999        1998
                                                  ------      -------        --------     --------    --------
                                                                          (in thousands)

                                                                                      
Working capital .............................    $2,939      $  4,208       $  4,943     $  5,705    $  7,661
Total assets ................................    47,444        44,621         38,845       39,047      41,816
Total indebtedness...........................     1,410         2,691          3,569        5,410       7,381
Accumulated deficit..........................   (15,660)      (16,800)       (23,313)     (25,230)    (25,548)
Shareholders' equity.........................    31,557        30,615         25,987       26,639      27,383


(1)  Earnings (loss) per share and weighted  average share amounts for each year
     reflect the Company's  1-for-4 reverse stock split  effective  November 17,
     1998.

(2)  The Company recorded  approximately $2.1 million in restructuring and other
     charges  in the  year  ended  December  31,  1998.  Such  charges  included
     approximately $1.4 million associated with the termination of its agreement
     with the  Reproductive  Science  Center of Greater  Philadelphia,  a single
     physician  fertility  center,  effective  July  1,  1998,  which  primarily
     consisted  of  exclusive   services   right   impairment  and  other  asset
     write-offs. Such charges also included approximately $700,000 for exclusive
     services  right  impairment  losses  related to two other single  physician
     fertility science Centers. The latter impairment losses were recorded based
     upon the  Company's  determination  that the  intangible  asset balance was
     larger than the respective fertility center's estimated future cash flow.

(3)  The AWM Division  operations were sold effective September 1, 1998. In June
     1998, the Company  committed  itself to a formal plan to dispose of the AWM
     Division  operations.  On September 1, 1998 the Company disposed of the AWM
     Division  operations  through a sale of  certain  of its fixed  assets to a
     third party and the third  party's  assumption of the  employees,  building
     lease,  research  contracts,  and  medical  records.  During the year ended
     December 31, 1998, the Company reported a loss from the disposal of the AWM
     Division of  approximately  $3.6  million,  which  principally  represented
     approximately  $3.3  million  related  to the  write-off  of  goodwill  and
     $243,000 for estimated operating losses during the phase-out period. During
     the  eight-month  period ended August 31, 1998,  the AWM Division  recorded
     revenues of approximately $1.0 million.

(4)  Certain amounts for the years ended December 31, 2001 and prior,  have been
     reclassified  to conform with the  presentation  adopted for the year ended
     December 31, 2002.

                                      -16-


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

     The  following is a discussion  of the  financial  condition and results of
operations of the Company for the three years ended December 31, 2002. It should
be read in conjunction with the Company's Consolidated Financial Statements, the
related notes thereto and other financial and operating  information included in
this Form 10-K.

Overview

     The Company offers products and services to patients, providers, and payers
in the fertility  industry.  The  IntegraMed  Network is comprised of twenty-two
fertility  centers in major markets across the United States,  a  pharmaceutical
subsidiary, a financing subsidiary, the Council of Physicians and Scientists and
a leading fertility portal (www.integramed.com).  Sixteen fertility centers have
access to the Company's  FertilityDirect  program.  Six of the fertility centers
are designated as "FertilityPartners"  and as such, have access to the Company's
FertilityDirect  program  in  addition  to being  provided  with a full range of
services  including:  (i)  administrative  services,  including  accounting  and
finance,  human  resource  functions,  and purchasing of supplies and equipment;
(ii) access to capital and servicing and financing patient accounts  receivable;
(iii)  marketing  and  sales;  (iv)  integrated  information  systems;  and  (v)
assistance in identifying best clinical practices.

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

     In  September  1998,  the Company  obtained  from Fleet Bank,  N.A. a $13.0
million credit  facility to fund  acquisitions to provide working capital and to
refinance its existing bank debt. In September  2001, the Company elected not to
renew a portion of this credit facility  related to potential  acquisitions,  as
management believes that internal sources of funds will be sufficient to finance
any future  acquisitions.  The Company renewed the working capital and term loan
components of this facility, which totaled approximately $9.8 million.

     In December 2000, the Company's  agreement  with the St.  Barnabas  Medical
Center based fertility  center was terminated  early. The Company received $1.44
million in liquidated damages pursuant to an early termination agreement.  These
funds were recorded as revenue by the Company  during 2001 as  compensation  for
certain performance obligations contained in the termination agreement.

     During 2001, the Company  negotiated revised fee structures for all five of
its then existing major FertilityPartners  contracts. On four of these contracts
in which service fees are comprised of (a) a tiered percentage of revenue, (b) a
fixed  percentage  of  fertility  center  earnings  and (c)  reimbursed  cost of
services.  The Company negotiated lower percentages on the revenue and fertility
center  earnings  components.  These  lower  fees  are to be  phased  in over an
approximate  five-year  period.  The  Company  believes  that this  revised  fee
structure  will be more  than  offset  by  growth  in the  underlying  fertility
centers,  and will in turn result in growth in the Company's aggregate revenues.
On the  remaining  FertilityPartners  contract,  the Company  negotiated  higher
service fees, which are assessed at a fixed amount each month independent of the
fertility center's underlying revenue or earnings.

     On April 26, 2002,  the Company signed a  FertilityPartners  agreement with
the Margate,  Florida based Northwest  Center for  Infertility and  Reproductive
Endocrinology ("NCIRE"). Under the terms of the 15-year agreement, the Company's
service fees are comprised of reimbursed costs of services,  a tiered percentage
of revenues,  and an additional fixed percentage of NCIRE earnings.  The Company
has  budgeted up to $2 million to fund the  development  and  equipping of a new
state-of-the-art   facility  to  house  the  clinical  practice  and  embryology
laboratory for NCIRE and its patients.

     On July 30,  2002,  the Company  completed a private  placement  of 220,000
shares of its Common  Stock at $6.25 per share and  warrants to purchase  88,000
shares of Common  Stock at an exercise  price of $9.00 per share,  resulting  in
gross proceeds of $1,375,000. The warrants become exercisable commencing January
31, 2003 and will expire on January 31, 2006. Additionally, warrants to purchase
17,600  shares  of Common  Stock at an  exercise  price of $6.25 per share  were
issued to the  underwriter  in  connection  with the  private  placement.  These
warrants become exercisable July 30, 2002 and will expire on July 30, 2007.

                                      -17-


     On  November  25,   2002,   the  Company   announced   the  ending  of  its
FertilityPartners  agreement  with RSA of New York.  The  agreement is to end on
November  15, 2003.  RSA of New York serves the Long Island  market and revenues
for the four  quarterly  periods  ending  prior to the  announcement  were  $9.1
million.  The program had a contribution of $750,000 for the same period. At the
time of the announcement,  the Company  evaluated its exclusive  business rights
asset  associated  with RSA of New York and reduced that asset to its realizable
value by adjusting the asset downward by $350,000.

Critical Accounting Policies

     In December 2001, the SEC requested  that all  registrants  list their most
"critical  accounting  policies"  in MD&A.  The SEC  indicated  that a "critical
accounting  policy"  is one  which is both  important  to the  portrayal  of the
company's  financial  condition  and  results  and  requires  management's  most
difficult,  subjective  or complex  judgments,  often as a result of the need to
make  estimates  about the effect of matters that are inherently  uncertain.  We
believe that the following accounting policies fit this definition:

   Basis of consolidation --

     The consolidated  financial  statements comprise the accounts of IntegraMed
America, Inc. and its wholly owned subsidiaries.  All significant  inter-company
transactions have been eliminated.  The Company principally derives its revenues
from  FertilityPartners  contracts and the sale of pharmaceutical  products. The
Company  does not have a  controlling  financial  interest in any of the medical
practices and as such does not consolidate their results.

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates and assumptions in certain  circumstances that affect amounts reported
in the accompanying  consolidated financial statements and related footnotes. In
preparing these financial statements, management has made its best estimates and
judgments of certain amounts  included in the financial  statements,  giving due
consideration  to  materiality.  The Company  does not believe  there is a great
likelihood that materially  different  amounts would be reported  related to the
accounting  policies described below.  However,  application of these accounting
policies  involves the exercise of judgment and use of  assumptions as to future
uncertainties  and,  as  a  result,  actual  results  could  differ  from  these
estimates.

   Revenue and cost recognition --

   FertilityPartners service fees

     As of December 31, 2002,  the Company  provided  comprehensive  services to
fertility  centers  under six  FertilityPartners  contracts.  Under  five of the
current  agreements,  the Company  receives as  compensation  for its services a
three-part  fee  comprised of: (i) a tiered  percentage  of 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
of earnings after services fees. Under the sixth agreement,  as compensation for
its  services,  the  Company  receives  a fixed  fee  plus  reimbursed  costs of
services.

     All revenues from FertilityPartners service fees are recorded in the period
services are rendered.  Direct costs  incurred by the Company in performing  its
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.

     Pharmaceutical Sales

     The Company distributes fertility related  pharmaceutical  products through
IPSI. The Company has a servicing arrangement with ivpcare, inc., to fulfill the
purchase and  distribution  of  pharmaceuticals.  IPSI accepts  patient  orders,
verifies    patient    insurance    coverage   where    applicable   and   ships
prescription-based  pharmaceuticals  directly to patients of certain  affiliated


                                      -18-


fertility  centers.  Revenue is derived from the sales of these  pharmaceuticals
and is recorded,  along with the related  costs  including  the fee due ivpcare,
when  shipments  are made.  The cost of  pharmaceutical  products  purchased  is
recorded as a cost of sales and is not offset against revenues.

     Pharmaceutical sales accounts receivable represent receivables held by IPSI
for  medications  sold  directly to patients.  Risk of loss in  connection  with
uncollectibility of these accounts receivable is borne by the Company.

     Shared Risk Refund Program

     The Shared Risk Refund program was established at Shady Grove,  the leading
fertility  center in the  metropolitan  Washington,  DC area and a member of the
IntegraMed Provider Network. Based on the experience at Shady Grove, the Company
developed  an  actuarial  model  that  allows  pricing a  treatment  package  to
consumers. The Shared Risk Refund program consists of a package that includes up
to three cycles of in vitro fertilization for one fixed price with a significant
refund if the patient does not deliver a baby.  Under this innovative  financial
program,  the Company  receives  payment directly from consumers who qualify for
the program and pays contracted  fertility  centers a defined  reimbursement for
each treatment cycle performed.  Expenses related to the program are recorded as
incurred.  Potentially  refundable  revenues  are deferred  until the  pregnancy
outcome is determined.  The Company  manages the risk associated with the Shared
Risk Refund program  through a case  management  program.  This case  management
program  authorizes  patient  care  and  provides  information  to  be  used  in
recognizing  revenue.  A reserve for estimated  refunds due to pregnancy loss is
maintained and based on historical  averages of pregnancy  losses applied to the
revenues recorded within the applicable periods.  Actual results relating to the
recording of revenue,  expenses  and refunds to date have not varied  materially
from the estimates used in the actuarial model.

   Due from Medical Practices --

     Due from  Medical  Practices  represents  the net amounts owed to us by the
medical  practices  for  our  share  of the  medical  providers'  earnings,  our
FertilityPartners  service fees and reimbursement of practice  expenses,  net of
the  Company's  advances to the medical  practices  for the  financing  of their
patient accounts receivable. Due from Medical Practices excludes amounts owed by
the Company to medical  practices for acquired  exclusive  services rights since
the Financial Accounting Standards Board Interpretation 39 conditions for offset
are not met  for  these  obligations.  Such  acquired  rights  are  reported  as
intangible assets.

   Income taxes --

     The Company  accounts for income taxes  utilizing  the asset and  liability
approach in accordance with Financial  Accounting Standards No. 109, "Accounting
For Income Taxes" (FAS 109).  The income tax  (benefit)  provision is determined
under the asset and liability approach.  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  (benefit)
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 the  Company's  deferred tax
assets and liabilities.

   Exclusive Service Rights --

     Exclusive  service rights  represent  costs incurred by the Company 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
length  of  the  contract,   usually  ten  to  twenty-five  years.  The  Company
periodically reviews exclusive business service rights to assess recoverability;
any impairment would be recognized in the  consolidated  statement of operations
if a permanent  impairment was determined to have  occurred.  Recoverability  is
determined  based on undiscounted  expected  earnings from the related  business
over the remaining amortization period.


                                      -19-


Results of Operations

     The  following  table shows the  percentage of net revenue  represented  by
various expenses and other income items reflected in the Company's  Consolidated
Statement of Operations for the years ended December 31, 2002, 2001 and 2000:

                                                2002      2001      2000
                                                ----      ----      ----
Revenues, net (see Note 2):
   FertilityPartners service fees ........      75.8%     79.1%     83.0%
   Pharmaceutical Sales ..................      22.3%     20.4%     17.0%
   Other .................................       1.9%      0.5%      0.0%
                                                ----      ----      ----
     Total revenues ......................       100%      100%      100%

Costs of services incurred:
   FertilityPartners service fees ........      66.0%     66.1%     69.2%
   Pharmaceutical Sales ..................      21.5%     19.6%     16.4%
   Other .................................       1.3%      0.9%      0.0%
                                                ----      ----      ----
     Total costs of services incurred ....      88.8%     86.6%     85.6%

Contribution:
   FertilityPartners sevice fees .........       9.8%     12.9      13.8%
   Pharmaceutical Sales ..................       0.9%      0.8%      0.6%
   Other .................................       0.5%     (0.3)%     0.0%
                                                ----      ----      ----
     Total contribution ..................      11.2%     13.4%     14.4%

General and administrative expenses ......       9.2%     10.6%     10.3%
Interest income ..........................      (0.1)%    (0.2)%    (0.3)%
Interest expense .........................       0.2%      0.4%      0.7%
                                                ----      ----      ----
     Total other expenses ................       9.3%     10.8%     10.7%

Income from operations before income taxes       1.9%      2.6%      3.7%
Income tax (benefit) provision ...........       0.6%     (6.2)%     0.3%
Net income (a) ...........................       1.3%      8.8%      3.4%

(a)  Excluding  the effect of the  adjustment  related to reducing the valuation
allowance  on deferred tax assets,  net income as a  percentage  of net revenues
would have been 2.3% for the year ended  December  31,  2001 (See Note 10 to the
Consolidated Financial Statements).

     Calendar Year 2002 Compared to Calendar Year 2001

     Revenues for the year ended  December 31, 2002  increased by $14.3 million,
or 19.4%,  from the year  ended  2001.  The main  factors  contributing  to this
increase were:

(i)  Medical  billings  increased  at the core  FertilityPartners  centers  as a
     result of increased  patient volume.  Same center growth was 17.1% over the
     prior year.  The volume  increase was the result of  intensified  marketing
     initiatives,  improved pregnancy rates for infertility  treatment,  and, in
     some cases,  the addition of new  physicians to the practice.  In addition,
     the   FertilityPartners   agreement   signed  with  NCIRE  in  April  2002,
     contributed  approximately  $2.5  million  of  revenue  for the year  ended
     December 31, 2002.

(ii) The  Company's  pharmaceutical  division  experienced  a 30.5%  increase in
     revenue.  This  increase was driven by  increases in patient  volume at the
     IntegraMed  Provider  Network,  as  well  as  increased  participation  and
     penetration  of  the  pharmaceutical  product  line  among  the  IntegraMed
     Provider Network.

(iii)Other  revenues,  comprised  primarily of the Company's  Shared Risk Refund
     program,  increased  from $397,000 for the year ended  December 31, 2001 to
     $1,654,000 for 2002. The Company  anticipates that continued growth of this
     program,  driven  in  part  by  focused  marketing  efforts,  to  become  a
     significant component of its direct to consumer orientation.

                                      -20-


     Contribution  of $9.9 million in 2002  remained  unchanged  from 2001. As a
percentage of revenue,  the contribution  margin decreased to 11.2% in 2002 from
13.4% in 2001.  The  following  factors  contributed  to the lack of  change  in
contribution:

(i)  As previously  disclosed,  the Company's revised fee structure with five of
     its  FertilityPartners  contracts  provides for reduced fees and margins on
     the  incremental  earnings of those Centers.  During 2002,  while continued
     growth of the  FertilityPartners  contracts  resulted in greater  aggregate
     revenues for the Company, several components of this revenue stream were at
     the lower contractual incremental margins.

(ii) The Company's  pharmaceutical  sales, which grew by $4.6 million, or 30.5%,
     during the year ended December 31, 2002, have a margin of approximately 4%,
     which is  substantially  below the margin of the  Company's  other  revenue
     components.  As the Company's  pharmaceutical  segment  continues to expand
     faster than the Company's other product lines,  the weighted impact will be
     an anticipated reduction in the Company's margins.

(iii)During 2002, the Company  adopted EITF 01-9,  Accounting for  Consideration
     Given by a Vendor to a Customer  or a Reseller  of the  Vendor's  Products,
     which required the Company to report its revenue net of the amortization of
     its  services  rights.  While  revenue  for all  years  presented  has been
     restated  to  reflect  this  change,  results  for 2002  include a $350,000
     write-down  of service  rights  related to the  mutual  termination  of the
     Company's New York based FertilityPartners agreement.

(iv) As previously  discussed,  the Company's  agreement with the medical center
     based fertility center generated a payment for damages that was recorded in
     2001. This  approximately  $1.4 million payment had minor costs  associated
     with it and the $1.4  million  resulted  in gross  contribution  dollars in
     2001. There was no similar payment in 2002.

     General and  Administrative  expenses  increased by $0.3  million,  to $8.1
million in 2002 from $7.8 million in 2001. This increase was mainly attributable
to increasing costs associated with the Company's  efforts to expand the base of
fertility centers  participating in its  FertilityDirect  program and to support
the growth of its Shared Risk Refund product line.

     Interest  expense  declined from  $281,000 for the year ended  December 31,
2001 to $155,000 for 2002 as a result of scheduled  debt  reductions  as well as
declining  interest rates as the Company's  debt carries  interest at rates that
use LIBOR as a base.  Interest  income declined from $179,000 for the year ended
December 31, 2001 to $103,000 in 2002 as a result of falling interest rates.

     Income Tax provisions (benefits) were approximately $0.6 million and ($4.6)
million  for  the  years  ended   December  31,  2002  and  December  31,  2001,
respectively.  The 2001 benefit was a result of reducing the valuation allowance
for deferred tax assets due to sustained  profitability  over an extended period
and the increased  likelihood of realization  of the deferred tax assets.  There
have been no current  Federal income tax payments due to the  utilization of the
net operating loss carry forwards. The Company's effective tax rate for 2002 was
approximately  33% and reflects credits for the reversal of state taxes provided
in prior periods.  The 2001 effective tax rate was approximately  12%, excluding
the effects of the change in the valuation  allowance,  and reflects credits for
the utilization of net operating loss carry forwards not previously provided.

   Calendar Year 2001 Compared to Calendar Year 2000

     Revenues for 2001 increased by $16.9 million,  or 29.6%,  between the years
ended 2001 and 2000. The main factors contributing to this increase were:

(i)  Revenues derived from the Company's FertilityPartners  agreements increased
     $11.1  million,  or 23.4%,  as a result of increased  market  growth at all
     network  facilities,  including in-market mergers at the Company's sites in
     the Bay Area and Shady Grove.  Same market growth was achieved  through new
     service  offerings,  the  expansion of ancillary  services and increases in
     patient volume.

(ii) Revenues  at  the  Company's  pharmaceutical  division  increased  by  $5.4
     million, or 56.0%. This increase is attributable to expanded penetration of
     this product line within the Company's FertilityPartners centers.

                                      -21-


     Contribution  increased  by $1.7  million,  or  20.6%,  for the year  ended
December  31, 2001 from the year ended  December 31,  2000.  As a percentage  of
revenue,  the contribution margin decreased to 13.4% in 2001 from 14.4% in 2000.
The following factors contributed to this change in contribution:

(i)  Contribution at the Company's  FertilityPartners  centers increased by $1.7
     million,  or 21.1%, with margins remaining  relatively constant at 16.3% in
     2001  versus  16.6% in 2000.  The growth in  contribution  was in line with
     revenue growth and site expansion activities discussed earlier.

(ii) Pharmaceutical  contribution  increased  86.4% from $0.3 million in 2000 to
     $0.6 million in 2001. This increase is primarily due to increased shipments
     to  patients  at the various  fertility  centers.  These sales have a lower
     margin than the  principal  line of the  Company's  business and impact the
     contribution margin percentage negatively.

(iii)Contribution in 2001 included  ($0.2) million of costs  associated with the
     Company's start up investment in its Shared Risk Refund product line.

     General and administrative  expenses  increased 33.1%, or $1.9 million,  in
2001 from 2000.  This  increase  was  primarily  due to  increases  in staffing,
compensation,  legal expenses,  and expenses related to periodic  infrastructure
upgrades in management information systems. As a percentage of revenues, general
and administrative expenses increased to 10.6% in 2001, up from 10.3% in 2000 as
a result of the above stated reasons.

     Interest  expense  declined from  $421,000 for the year ended  December 31,
2000 to $281,000 for 2001 as a result of scheduled  debt  reductions  as well as
declining  interest rates as the Company's  debt carries  interest at rates that
use LIBOR as a base.  Interest  income declined from $211,000 for the year ended
December  31,  2000 to $179,000  in 2001 as a result of falling  interest  rates
offset by higher amounts of funds available for overnight investment.

     Income  taxes  reflected a reduction  of the  Company`s  deferred tax asset
valuation allowance in 2001, as the Company has sustained  profitability over an
extended  period  and due to the  likelihood  of the  realization  of these  tax
assets.  Primarily as a result of this reduction in the valuation  allowance,  a
deferred federal tax benefit of approximately  $4.8 million was recorded,  which
offset the state tax provision of $0.2 million.  During the year ended  December
31, 2000, no federal  deferred tax benefit was  recognized and the tax provision
of $188,000 was comprised entirely of state income taxes.

 Liquidity and Capital Resources

     The Company's  working  capital  position was impacted by its investment of
$3.6 million in additional service rights as well as its $1.7 million repurchase
and retirement of all of its  outstanding  Preferred  Stock.  These two outflows
were  partially  offset  by the  $1,375,000  raised  in the  July  2002  private
placement  mentioned above. The Company's  working capital decreased during 2002
to $2.9 million as of December  31,  2002,  from $4.2 million as of December 31,
2001.  Working capital and  specifically,  cash and cash  equivalents  remain at
adequate levels to fund the Company's operations.

     In September  2001, the Company  amended its existing  credit facility with
Fleet Bank, N.A. The amended facility is comprised of a $7.0 million  three-year
working  capital  revolver,  and a continuance  of the  Company's  existing $4.0
million  5.5 year  term  loan,  of which  approximately  $2.8  million  remained
outstanding with a remaining term of  approximately  2.5 years as of the date of
the amendment. Availability of borrowings under the working capital revolver are
based on eligible  accounts  receivable,  as defined therein.  In addition,  the
credit agreement contains restricted  covenants.  Due to the continued expansion
of the  FertilityPartners  centers,  the Company  exceeded the capital  spending
threshold as defined in one  restrictive  covenant during 2002, and obtained the
required waiver effective  December 31, 2002. As of December 31, 2002, under the
working capital revolver,  there were no amounts outstanding and the full amount
of $7.0 million was available.  The credit facility is  collateralized by all of
the  Company's  assets.  The Company is also  continuously  reviewing its credit
agreements and may renew,  revise or enter into new agreements from time to time
as deemed necessary.

     As of  December  31,  2002,  the  Company  did  not  have  any  significant
commitments  for the  acquisition  of  fixed  assets,  however  it has  budgeted
upcoming capital expenditures of approximately $9.3 million.  These expenditures
are primarily  related to expansion of the existing  FertilityPartners  centers.
The Company believes that the cash flows from its existing operations,  plus its
existing credit facility will be sufficient to provide for its future  liquidity
needs.

                                      -22-



Significant Contractual Obligations and Other Commercial Commitments:

     The following  summarizes the Company's  contractual  obligations and other
commercial commitments at December 31, 2002, and the effect such obligations are
expected to have on its 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.................    $ 1,372,000       $1,061,000         $ 311,000      $       --     $       --
Capital lease obligations.....         38,000           38,000                --              --             --
Operating leases..............     21,099,000        2,813,000         5,730,000       5,323,000      7,233,000
Total contractual cash
    obligations...............    $22,509,000       $3,912,000        $6,041,000      $5,323,000     $7,233,000




                                                      Amount of Commitment Expiration Per Period

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

                                                                                       
Lines of credit...............    $ 7,000,000       $       --        $7,000,000      $       --      $      --
Total commercial
    commitments...............    $ 7,000,000       $       --        $7,000,000      $       --      $      --



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

     (i)   Reimbursement  of expenses  that the  Company  has  incurred on their
           behalf;

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

    (iii)  Payment of the variable portion of the Service Fee.

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

New Accounting Standards

Financial Accounting Standards 145 --

     Financial   Accounting  Standard  145  (FAS  145)  rescinds  the  Financial
Accounting  Standards  Board  Statement No. 4,  Reporting  Gains and Losses from
Extinguishment  of Debt, and an amendment of that statement,  FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund  Requirements.  FAS 145
also rescinds FASB Statement No. 44,  Accounting for Intangible  Assets of Motor
Carriers.  FAS 145 amends FASB  Statement  No. 13,  Accounting  for  Leases,  to
eliminate any inconsistency  between the required  accounting for sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have economic effects that are similar to sale-leaseback  transactions.  FAS 145
also  amends  other  existing  authoritative   pronouncements  to  make  various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company  does not believe the adoption of FAS 145 will
have an impact on its financial statements.

                                      -23-



Financial Accounting Standard 146 --

     Financial  Accounting Standard 146 (FAS 146) addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)."  The Company
does not  believe the  adoption of FAS 146 will have an impact on its  financial
statements.

Financial Accounting Standard 147 --

     FASB Statement No. 72,  Accounting for Certain  Acquisitions  of Banking or
Thrift  Institutions  (FAS 72),  and FASB  Interpretation  No. 9,  Applying  APB
Opinions  No.  16 and 17  When a  Savings  and  Loan  Association  or a  Similar
Institution Is Acquired in a Business Combination  Accounted for by the Purchase
Method  (Interpretation 9), provided interpretive guidance on the application of
the  purchase  method to  acquisitions  of  financial  institutions.  Except for
transactions  between  two or  more  mutual  enterprises,  Financial  Accounting
Standard 147 (FAS 147) removes  acquisitions of financial  institutions from the
scope of both FAS 72 and  Interpretation 9 and requires that those  transactions
be accounted for in accordance with FAS 141, Business Combinations, and FAS 142,
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
FAS 72 to recognize (and subsequently  amortize) any excess of the fair value of
liabilities assumed over the fair value of tangible and identifiable  intangible
assets  acquired  as an  unidentifiable  intangible  asset no longer  applies to
acquisitions within the scope of this Statement. In addition, FAS 147 amends FAS
144,  Accounting for the Impairment or Disposal of Long-Lived Assets, to include
in its scope  long-term  customer-relationship  intangible  assets of  financial
institutions such as depositor- and borrower-relationship  intangible assets and
credit cardholder intangible assets.  Consequently,  those intangible assets are
subject to the same  undiscounted cash flow  recoverability  test and impairment
loss  recognition  and  measurement  provisions  that FAS 144 requires for other
long-lived  assets that are held and used.  The Company does not believe FAS 147
will have an impact on its financial statements.

Financial Accounting Standard 148 --

     On December 31,  2002,  the  Financial  Accounting  Standards  Board issued
Financial  Accounting Standard 148,  Accounting for Stock-Based  Compensation --
Transition and Disclosure -- an amendment of FAS 123, Accounting for Stock Based
Compensation (FAS 148). As the title of FAS 148 implies, it is fairly limited in
its  scope,  however  it will have  implications  for all  entities  that  issue
stock-based compensation to their employees.

     FAS 148 provides  additional  transition  guidance for those  entities that
elect to voluntarily adopt the accounting  provisions of FAS 123, Accounting for
Stock-Based Compensation. FAS 148 does not change the provisions of FAS 123 that
permit  entities  to  continue to apply the  intrinsic  value  method of APB 25,
Accounting for Stock Issued to Employees (APB 25).

     FAS 148 is intended to encourage the adoption of the accounting  provisions
of FAS 123. Under the provisions of FAS 148,  companies that choose to adopt the
accounting  provisions  of FAS 123  will  be  permitted  to  select  from  three
transition methods:

   a.  Prospective  method.  Apply the  recognition  provisions  to all employee
       awards  granted,  modified,  or settled after the beginning of the fiscal
       year  in  which  the  recognition   provisions  are  first  applied.  The
       prospective  method,  however,  may no longer be applied for adoptions of
       the accounting provisions of FAS 123 for periods beginning after December
       15, 2003.

   b.  Modified prospective method.  Recognize stock-based employee compensation
       cost from the  beginning  of the  fiscal  year in which  the  recognition
       provisions are first applied as if the fair value based accounting method
       had been used to account for all employee  awards granted,  modified,  or
       settled in fiscal years beginning after December 15, 1994.

   c.  Retroactive  restatement method. Restate all periods presented to reflect
       stock-based  employee  compensation  cost  under  the  fair  value  based
       accounting method for all employee awards granted,  modified,  or settled
       in fiscal years beginning after December 15, 1994.

                                      -24-



     The following information about stock-based employee compensation costs, is
to be  disclosed  prominently  and in  tabular  form for all  periods  presented
pursuant  to the  provisions  of FAS 148,  if  awards  of  stock-based  employee
compensation were outstanding and accounted for under the intrinsic value method
of Opinion 25 for any period for which an income statement is presented:

(1)   Net income and basic and diluted earnings per share as reported

(2)    The stock-based  employee  compensation cost, net of related tax effects,
       included in the determination of net income as reported

(3)    The stock-based  employee  compensation cost, net of related tax effects,
       that would have been included in the  determination  of net income if the
       fair value based method had been applied to all awards*

(4)    Pro forma net income as if the fair value based  method had been  applied
       to all awards

(5)    Pro forma basic and diluted earnings per share as if the fair value based
       method had been applied to all awards.

     The Company is currently  evaluating  the adoption of FAS 148 and is in the
process of determining the impact of this statement on its financial statements.
The Company does not believe the application of FAS 148 will  materially  affect
its results of operations in 2003.

Emerging Issues Taskforce statement 01-9 --

     During 2002, the Company adopted  Emerging Issues Task Force statement 01-9
(EITF 01-9),  Accounting for Consideration  Given by a Vendor to a Customer or a
Reseller  of the  Vendor's  Products.  Adoption of this EITF 01-9  required  the
Company to report  revenues  from its  FertilityPartners  agreements  net of the
amortization of the costs of the related Service Rights. As a result of adopting
EITF 01-9 in 2002, the Company offset the amortization  expense against revenues
versus the prior year presentation of reporting  amortization  expense below the
contribution  line item.  Amortization  expense  was  $1,435,000,  $945,000  and
$865,000 for the years ended December 31, 2002, 2001 and 2000, respectively. All
years presented have been  reclassified to conform to the  presentation  used in
2002.

Financial Accounting Standards Board Interpretation 45 --

     In  November  2002,  the  Financial   Accounting   Standards  Board  issued
Interpretation  No.  45  (FIN  45),   "Guarantor's   Accounting  and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others".  FIN 45,  which is  effective  December  15,  2002  requires  that upon
issuance of a guarantee,  the guarantor  must recognize and disclose a liability
for the fair value of the  obligation  it  assumes  under  that  guarantee.  The
Company  does not believe  that the  adoption of FIN 45 will have a  significant
impact on its financial statements as it has no guarantees.

Forward Looking Statements

     This Form 10-K and discussions and/or announcements made by or on behalf of
the Company, contain certain forward-looking  statements regarding events and/or
anticipated  results  within the meaning of the "safe harbor"  provisions of the
Private  Securities  Litigation  Reform  Act of 1995,  the  attainment  of which
involve  various  risks and  uncertainties.  Forward-looking  statements  may be
identified by the use of  forward-looking  terminology  such as, "may",  "will",
"expect",  "believe",  "estimate",  "anticipate",  "continue", or similar terms,
variations of those terms or the negative of those terms.  The Company's  actual
results may differ  materially  from those  described  in these  forward-looking
statements  due to the  following  factors:  the  Company's  ability  to acquire
additional  FertilityPartners  agreements,  including the  Company's  ability to
raise  additional debt and/or equity capital to finance future growth,  the loss
of significant FertilityPartners agreement(s), the profitability or lack thereof
at  fertility  centers  serviced by the  Company,  increases  in overhead due to
expansion,  the exclusion of fertility and ART services from insurance coverage,
government laws and regulation  regarding  health care,  changes in managed care
contracting,  the timely development of and acceptance of new fertility, and ART
and/or genetic technologies and techniques.


                                      -25-



ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

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.

                                    PART III

ITEM 10. Directors and Executive Officers of the Registrant

     Information  with respect to the  executive  officers and  directors of the
Company is incorporated by reference from the Company's Proxy Statement relating
to the Annual Meeting of Shareholders to be held on May 21, 2003.

ITEM 11. Executive Compensation

     This  information is  incorporated  by reference  from the Company's  Proxy
Statement  relating to the Annual Meeting of  Shareholders to be held on May 21,
2003.

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

     This  information  is  incorporated  by  reference to the  Company's  Proxy
Statement  relating to the Annual Meeting of  Shareholders to be held on May 21,
2003.

ITEM 13. Certain Relationships and Related Transactions

     This  information  is  incorporated  by  reference to the  Company's  Proxy
Statement  relating to the Annual Meeting of  Shareholders to be held on May 21,
2003.

ITEM 14. Controls and Procedures

     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 of a date (the
"Evaluation Date") within 90 days prior to the filing date of this report. Based
upon that evaluation,  our Chief Executive  Officer and Chief Financial  Officer
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective in timely alerting them to the material information relating to us
(or our consolidated  subsidiaries)  required to be included in our periodic SEC
filings.

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

ITEM 15.  Principal Accounting Fees and Services

     This  information  is  incorporated  by  reference to the  Company's  Proxy
Statement  relating to the Annual Meeting of  Shareholders to be held on May 21,
2003.


                                      -26-


                                     PART IV

ITEM 16.  Exhibits, Financial Statements, Schedule, and Reports on Form 8-K

         (a)   (1)    Financial Statements.

               (3)    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: 10.118(b)

         (b)   Reports on Form 8-K.

                      For the quarter ended December 31, 2002,  Registrant filed
                      a Form 8-K dated  October  28,  2002,  October  31,  2002,
                      November  21, 2002,  November 27, 2002,  December 13, 2002
                      and  December 31, 2002  reporting  Item 9,  Regulation  FD
                      Disclosure  and  a  Form  8-K  dated  November  26,  2002,
                      reporting an Item 5 Disclosure.

          (c)    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.


                                      -27-


                              FINANCIAL STATEMENTS

                              Item 8 and 16 (a)(1)

                                    Contents

                                                                            Page
INTEGRAMED AMERICA, INC.

        Report of Independent Accountants................................... F-2
        Consolidated Balance Sheets as of December 31, 2002 and 2001........ F-3
        Consolidated Statements of Operations for the years ended
           December 31, 2002, 2001 and 2000................................. F-4
        Consolidated Statements of Shareholders' Equity for the
           years ended December 31, 2002, 2001 and 2000..................... F-5
        Consolidated Statements of Cash Flows for the years ended
           December 31, 2002, 2001 and 2000................................. F-6
        Notes to Consolidated Financial Statements.......................... F-7


                                      F-1



                        Report of Independent Accountants

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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated statements of operations, of shareholders' equity and of cash flows
present fairly, in all material  respects,  the financial position of IntegraMed
America,  Inc.  and its  subsidiaries  at December  31,  2002 and 2001,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.  These 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 of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which 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 audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP


Boston, Massachusetts
February 14, 2003

                                      F-2





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


                                                                                                  December 31,
                                                                                                 --------------
                                                                                                  2002     2001
                                                                                                 -----    -----
                                                      ASSETS
                                                                                                   
Current assets:
   Cash and cash equivalents..................................................................  $ 8,693  $ 8,505
   Due from Medical Practices, net (see Note 2)...............................................    5,297    4,949
   Pharmaceutical sales accounts receivable, net..............................................    1,637    1,511
   Prepaids and other current assets..........................................................    2,888    1,961
                                                                                                -------  -------
       Total current assets...................................................................   18,515   16,926

Fixed assets, net (see Note 6)................................................................    5,141    5,263
Exclusive Service Rights, net (see Note 5)....................................................   19,529   17,378
Deferred taxes (see Note 9)...................................................................    3,980    4,791
Other assets..................................................................................      279      263
                                                                                                -------  -------
       Total assets...........................................................................  $47,444  $44,621
                                                                                                =======  =======

                                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable...........................................................................  $   823  $ 1,436
   Accrued liabilities (see Note 7)...........................................................    6,446    5,228
   Current portion of long-term notes payable and other obligations (see Note 8)..............    1,099    1,403
   Patient deposits (see Note 2)..............................................................    7,208    4,651
                                                                                                -------  -------
       Total current liabilities..............................................................   15,576   12,718
                                                                                                -------  -------
Commitments and Contingencies (see Note 14)

Long-term notes payable and other obligations (see Note 8)....................................      311    1,288
                                                                                                -------  -------
Shareholders' equity:
   Preferred Stock, $1.00 par value 3,165,644 shares authorized in 2002 and 2001
     2,500,000 undesignated; 665,644 shares designated as Series A Cumulative
     Convertible of which 0 and 165,644 were issued and outstanding in 2002 and 2001..........       --      166
   Common Stock, $.01 par value - 50,000,000 shares authorized
     in 2002 and 2001; 3,353,884 and 3,057,877 shares issued in 2002 and 2001, respectively...       34       31
   Capital in excess of par...................................................................   47,183   47,218
   Accumulated deficit........................................................................  (15,660) (16,800)
                                                                                                -------  -------
       Total shareholders' equity.............................................................   31,557   30,615
                                                                                                -------  -------

       Total liabilities and shareholders' equity.............................................  $47,444  $44,621
                                                                                                =======  =======




        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,
                                                                      --------------------------------
                                                                         2002       2001        2000
                                                                      --------    ---------   --------
                                                                                    
Revenues, net (see Note 2)
   FertilityPartners service fees (including termination payment
      of $1,440 in 2001) ...........................................  $ 66,837    $ 58,394    $ 47,317
   Pharmaceutical sales ............................................    19,709      15,107       9,682
   Other revenues ..................................................     1,654         397          --
                                                                      --------    --------    --------
      Total revenues ...............................................    88,200      73,898      56,999
                                                                      --------    --------    --------
Costs of services and sales:
   FertilityPartners center costs ..................................    58,193      48,867      39,447
   Pharmaceutical costs ............................................    18,936      14,503       9,358
   Other costs .....................................................     1,220         643          --
                                                                      --------    --------    --------
      Total costs of services and sales ............................    78,349      64,013      48,805
                                                                      --------    --------    --------
Contribution
   FertilityPartners center contribution ...........................     8,644       9,527       7,870
   Pharmaceutical contribution .....................................       773         604         324
   Other contribution ..............................................       434        (246)         --
                                                                      --------    --------    --------
      Total contribution ...........................................     9,851       9,885       8,194
                                                                      --------    --------    --------

General and administrative expenses ................................     8,097       7,827       5,880
Interest income ....................................................      (103)       (179)       (211)
Interest expense ...................................................       155         281         421
                                                                      --------    --------    --------
   Total other expenses ............................................     8,149       7,929       6,090
                                                                      --------    --------    --------

Income before income taxes .........................................     1,702       1,956       2,104
Income tax (benefit) provision (see Note 9) ........................       562      (4,557)        187
                                                                      --------    --------    --------

Net income .........................................................     1,140       6,513       1,917
Less: Dividends paid and/or accrued on Preferred Stock .............        69         133         133
                                                                      --------    --------    --------
Net income applicable to Common Stock ..............................  $  1,071    $  6,380    $  1,784
                                                                      ========    ========    ========

Basic and diluted net earnings per share of Common Stock (see Note 1
     Basic earnings per share ......................................  $   0.33    $   2.07    $   0.43
     Diluted earnings per share ....................................  $   0.31    $   2.01    $   0.43

Weighted average shares - basic ....................................     3,195       3,081       4,110
                                                                      ========    ========    ========

Weighted average shares - diluted ..................................     3,468       3,175       4,172
                                                                      ========    ========    ========



        See accompanying notes to the consolidated financial statements.


                                      F-4



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


                                   Cumulative
                                   Convertible
                                  Preferred Stock  Common Stock  Capital in   Accumulated   Treasury Stock
                                      Amount          Amount    Excess of Par   Deficit    Shares    Amount
                                  ---------------  ------------ ------------- -----------  ------    ------
                                                                                  
BALANCE AT DECEMBER 31, 1999.....      $166           $54        $54,140      ($25,230)    746,863   $(2,491)
Issuance of Restricted Stock Grants.     --            --             142           --          --        --
Dividends paid to preferred
    shareholders.................        --            --           (133)           --          --        --
Purchase of Treasury Stock.......        --            --             --            --     853,150    (2,578)
Net income.......................        --            --             --         1,917          --        --
                                       ----           ---        -------      --------   ---------   -------

BALANCE AT DECEMBER 31, 2000.....      $166           $54        $54,149      $(23,313)  1,600,013   $(5,069)
Issuance of Restricted Stock Grants.     --            --            164            --          --        --
Options Exercised................        --             1            109            --          --        --
Warrants Exercised...............        --             1              2
Dividends paid to preferred
    shareholders.................        --            --           (133)           --          --        --
Purchase of Treasury Stock.......        --            --             --            --     880,072    (2,029)
Retirement of Treasury Stock.....        --           (25)        (7,073)           --  (2,480,085)    7,098
Net income.......................        --            --             --         6,513          --        --
                                       ----           ---        -------      --------   ---------   -------

BALANCE AT DECEMBER 31, 2001.....      $166           $31        $47,218      $(16,800)         --   $    --
Issuance of Common Stock.........        --            --             45            --          --        --
Issuance of Restricted Stock Grants      --            --            248            --          --        --
Options Exercised................                       1            100            --          --        --
Secondary Offering...............                       2          1,136
Dividends paid to preferred
    shareholders.................        --            --            (69)           --          --        --
Purchase of Preferred Stock......      (166)           --         (1,495)           --          --        --
Net income.......................        --            --             --         1,140          --        --
                                       ----           ---        -------      --------   ---------   -------
BALANCE AT DECEMBER 31, 2002.....      $ --           $34        $47,183      $(15,660)         --   $    --
                                       ====           ===        =======      ========   =========   =======









        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,
                                                           --------------------------------
                                                               2002       2001       2000
                                                           ----------   -------    --------

                                                                          
Cash flows from operating activities:
    Net income ...........................................   $ 1,140    $ 6,513    $ 1,917
    Adjustments to reconcile net income to
      net cash provided by operating activities:
      Depreciation and amortization ......................     3,590      3,023      2,562
      Deferred income tax provision (benefit) ............       511     (4,791)        --
    Changes in assets and liabilities
    Decrease (increase) in assets:
      Due from Medical Practices .........................      (351)     2,634        804
      Pharmaceutical sales accounts receivable ...........      (126)      (316)        --
      Prepaids and other current assets ..................      (927)      (608)      (121)
      Other assets .......................................       284        239        158
    Increase (decrease) in liabilities:
      Accounts payable ...................................      (613)      (264)       620
      Accrued liabilities ................................     1,144       (208)     2,384
      Patient deposits ...................................     2,557      2,121       (440)
                                                             -------    -------    -------
Net cash provided by operating activities ................     7,209      8,343      7,884
                                                             -------    -------    -------
Cash flows from investing activities:
    Payment for exclusive FertilityPartners service rights    (3,586)      (295)      (476)
    Purchase of fixed assets and leasehold improvements ..    (2,030)    (1,665)    (1,352)
    Proceeds from sale of fixed assets and leasehold
      improvements .......................................        --         --         10
                                                             -------    -------    -------
Net cash used in investing activities ....................    (5,616)    (1,960)    (1,818)
                                                             -------    -------    -------
Cash flows from financing activities:
    Proceeds from issuance of Common Stock ...............     1,532        113        142
    Principal repayments on debt .........................    (1,062)    (1,000)    (1,712)
    Principal repayments under capital lease obligations .      (145)      (135)      (129)
    Repurchase of Common Stock ...........................        --     (2,029)    (2,578)
    Repurchase of Preferred Stock ........................    (1,661)        --         --
    Dividends paid on Convertible Preferred Stock ........       (69)      (133)      (133)
                                                             -------    -------    -------
Net cash used in financing activities ....................    (1,405)    (3,184)    (4,410)
                                                             -------    -------    -------
Net increase (decrease) in cash ..........................       188      3,199      1,656
Cash at beginning of period ..............................     8,505      5,306      3,650
                                                             -------    -------    -------
Cash at end of period ....................................   $ 8,693    $ 8,505    $ 5,306
                                                             =======    =======    =======


        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. (the "Company")  offers products and services to
patients, providers and payers in the fertility industry. The IntegraMed Network
is comprised of twenty-two  fertility centers in major markets across the United
States,  a pharmaceutical  subsidiary,  a financing  subsidiary,  the Council of
Physicians and Scientists, and a leading fertility portal  (www.integramed.com).
Sixteen fertility centers have access to the Company's  FertilityDirect  program
that  provides  contracted  fertility  centers  with  exclusive  access  to  the
Company's  products and services that support  patient  recruitment.  Six of the
fertility centers are designated as "FertilityPartners" and as such, have access
to the Company's  FertilityDirect  program in addition to being  provided with a
full  range  of  services  including:  (i)  administrative  services,  including
accounting and finance, human resource functions, and purchasing of supplies and
equipment;  (ii)  access to  capital  and  servicing  and  financing  of patient
accounts  receivable;  (iii) marketing and sales;  (iv)  integrated  information
systems; and (v) assistance in identifying best clinical practices.

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.  All significant  inter-company
transactions have been eliminated.  The Company principally derives its revenues
from Services  contracts and the sale of  pharmaceutical  products.  The Company
does not have a controlling  financial interest in any of the medical practices,
including the FertilityPartners, and as such does not consolidate their results.

   Use of estimates --

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management  to make  estimates and  assumptions  in certain  circumstances  that
affect amounts reported in the accompanying  consolidated  financial  statements
and related footnotes.  In preparing these financial statements,  management has
made its best  estimates  and  judgments  of  certain  amounts  included  in the
financial statements,  giving due consideration to materiality. The Company does
not believe there is a great likelihood that materially  different amounts would
be  reported  related  to the  accounting  policies  described  below.  However,
application of these accounting  policies  involves the exercise of judgment and
use of assumptions as to future  uncertainties and, as a result,  actual results
could differ from these estimates.

   Revenue and cost recognition --

   FertilityPartners Service fees

     As of December 31, 2002, the Company provided comprehensive services to the
fertility centers under six FertilityPartners  contracts.  During the year ended
December 31, 2000,  the Company had also provided  services under two agreements
that were terminated effective February 1 and December 31, 2000, respectively.

     Under five of the current agreements,  the Company receives as compensation
for its services a three-part  fee comprised of: (i) a tiered  percentage of net
revenues,  (ii)  reimbursed  costs of services  (costs  incurred in  servicing a
FertilityPartner and any costs paid on behalf of the FertilityPartner) and (iii)
a fixed percentage of earnings after services fees.

     Under the sixth current  agreement,  as compensation for its services,  the
Company receives a fixed fee plus reimbursed costs of services.

                                      F-7


                            INTEGRAMED AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     All revenues from FertilityPartners service fees are recorded in the period
services  are  rendered.  Direct  costs  incurred by the  Company in  performing
services and costs incurred on behalf of the  FertilityPartners  are reported as
costs of services.  Revenue and costs are recognized in the same period in which
the related services have been performed. The physicians receive as compensation
all remaining  earnings of the fertility practice after payment of the Company's
fees.

     The Company  agreed to  terminate  its  contract  with its  hospital  based
FertilityPartner  effective  December  31,  2000.  As  compensation  for certain
performance  obligations in the termination  agreement,  the Company  received a
total of $1,440,000 from this  FertilityPartner.  This balance was recognized as
FertilityPartners revenue during the fiscal year ended December 31, 2001.

   Pharmaceutical Sales

     The Company distributes fertility related  pharmaceutical  products through
IntegraMed Pharmaceutical Services, Inc. (IPSI), a wholly owned subsidiary.  The
Company has an  arrangement  with  ivpcare,  inc. to fulfill  the  purchase  and
distribution  of  pharmaceuticals.  The  Company  and  ivpcare  have  no  common
ownership or management. IPSI accepts patient orders, verifies patient insurance
coverage where applicable and ships prescription-based  pharmaceuticals directly
to patients of the  IntegraMed  Provider  Network.  Revenue is derived  from the
sales of these  pharmaceuticals  and is recorded,  along with the related  costs
including the fee due ivpcare, when shipments are made.

     Shared Risk Refund Program

     The Shared Risk Refund program was established at the Shady Grove Fertility
Reproductive Science Center ("Shady Grove"), the leading fertility center in the
metropolitan  Washington,  DC area, a member of the IntegraMed  Provider Network
and a  FertilityPartner.  Based on the  experience  at Shady Grove,  the Company
developed  an  actuarial  model  that  allows  pricing a  treatment  package  to
consumers. The Shared Risk Refund program consists of a package that includes up
to three cycles of in vitro fertilization for one fixed price with a significant
refund if the patient does not deliver a baby.  Under this innovative  financial
program,  the Company  receives  payment directly from consumers who qualify for
the program and pays contracted  fertility  centers a defined  reimbursement for
each treatment cycle performed.  Expenses related to the program are recorded as
incurred.  Revenues  related  to  refundable  amounts  are  deferred  until  the
pregnancy  outcome is determined.  The Company  manages the risk associated with
the Shared Risk Refund  program  through a case  management  program.  This case
management program  authorizes patient care and provides  information to be used
in recognizing revenue. A reserve for estimated refunds due to pregnancy loss is
maintained and based on historical  averages of pregnancy  losses applied to the
revenues recorded within the applicable periods.  Actual results relating to the
recording of revenue,  expenses  and refunds to date have not varied  materially
from the estimates used in the actuarial model.

     Patient Financing

     IntegraMed  Financial Services,  Inc. ("IFS"), a wholly owned subsidiary of
the Company, arranges financing to qualified patients of the IntegraMed Provider
Network  at rates  significantly  lower  than  credit  cards and  other  finance
companies.  IFS is  administered  by AmeriFee LLC, a third party  vendor,  which
provides  administrative  management  services  to IFS.  The  loans  are made to
qualified  patients by a third party bank. The patient makes payment directly to
the medical practice. The bank pays a placement fee to the Company. Such revenue
is  recorded  when the  Company  receives  the cash at the time of  closing  the
transaction.

   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.

   Due from Medical Practices --

     Due from Medical  Practices  represents the net amounts owed to the Company
by the  fertility  centers for the  Company's  share of the  medical  providers'
earnings,  service  fees and  reimbursement  of  practice  expenses,  net of the
Company's  advances  to the  fertility  centers  for the  financing  of  patient
accounts receivable. Due from Medical Practices excludes amounts owed by the


                                      F-8


Company to medical  practices for acquired  exclusive  services rights since the
Financial Accounting Standards Board Interpretation 39 conditions for offset are
not met for these  obligations.  Such acquired rights are reported as intangible
assets.

   Pharmaceutical sales accounts receivable --

     Pharmaceutical sales accounts receivable represent receivables held by IPSI
for  medications  sold  directly to patients.  Risk of loss in  connection  with
uncollectibility of these accounts receivable is borne by the Company.

   Fixed assets --

     Fixed  assets  are  valued  at  cost  less  accumulated   depreciation  and
amortization.  Depreciation  is  computed  on a  straight-line  basis  over  the
estimated  useful lives of the related  assets,  generally  three to five years.
Leasehold  improvements  are amortized over the shorter of the asset life or the
remaining term of the lease.  Assets under capital leases are amortized over the
term of the lease agreements. The Company periodically reviews the fair value of
fixed assets for impairment, the results of which have had no material effect on
the Company's financial position or results of operations.

     When assets are  retired or  otherwise  disposed  of, the costs and related
accumulated  depreciation are removed from the accounts.  The difference between
the net book value of the assets and proceeds from  disposition is recognized as
gain or loss.  Routine  maintenance  and  repairs  are  charged to  expenses  as
incurred, while costs of betterments and renewals are capitalized.

   Exclusive Service Rights --

     Exclusive  service rights  represent  costs incurred by the Company 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
length  of  the  contract,   usually  ten  to  twenty-five  years.  The  Company
periodically  reviews  exclusive  service rights to assess  recoverability;  any
impairments would be recognized in the consolidated statement of operations if a
permanent  impairment  was  determined  to  have  occurred.   Recoverability  is
determined  based on undiscounted  expected  earnings from the related  business
over the remaining amortization period.

   Patient Deposits --

     Patient deposits  represent  advanced payment for services made by patients
of the  fertility  centers.  Such amounts are held by the Company until the time
service is rendered, at which point the fertility center records the revenue.

   Stock based employee compensation --

     The Company adopted Financial Accounting Standards No. 123, "Accounting for
Stock  Based  Compensation"  (FAS  123),  on  January  1,  1996.  Under FAS 123,
companies can, but are not required to, elect to recognize  compensation expense
for all stock based awards,  using a fair value method.  The Company has adopted
the disclosure only provisions, as permitted by FAS 123.

   Concentrations of credit risk --

     Financial   instruments,   which   potentially   expose   the   Company  to
concentrations of credit risk consist primarily of trade accounts receivable.

   Income taxes --

     The Company  accounts for income taxes  utilizing  the asset and  liability
approach in accordance with Financial  Accounting Standards No. 109, "Accounting
For Income Taxes" (FAS 109).  The income tax  (benefit)  provision is determined
under the asset and liability approach.  Deferred tax assets and liabilities are


                                      F-9


recognized  on  differences  between  the  book  and tax  basis  of  assets  and
liabilities  using  presently  enacted  tax  rates.  The  income  tax  (benefit)
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 the  Company's  deferred tax
assets and liabilities. (See Note10).

   Earnings per share --

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

   Fair value of financial instruments--

     At  December  31,  2002 and 2001,  the  carrying  values  of all  financial
instruments, both short and long-term, approximated their fair value.

   New accounting pronouncements --

Financial Accounting Standards 145 --

     Financial   Accounting  Standard  145  (FAS  145)  rescinds  the  Financial
Accounting  Standards  Board  Statement No. 4,  Reporting  Gains and Losses from
Extinguishment  of Debt, and an amendment of that statement,  FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund  Requirements.  FAS 145
also rescinds FASB Statement No. 44,  Accounting for Intangible  Assets of Motor
Carriers.  FAS 145 amends FASB  Statement  No. 13,  Accounting  for  Leases,  to
eliminate any inconsistency  between the required  accounting for sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have economic effects that are similar to sale-leaseback  transactions.  FAS 145
also  amends  other  existing  authoritative   pronouncements  to  make  various
technical  corrections,  clarify meanings, or describe their applicability under
changed  conditions.  The Company  does not believe the adoption of FAS 145 will
have an impact on its financial statements.

Financial Accounting Standard 146 --

     Financial  Accounting Standard 146 (FAS 146) addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)."  The Company
does not  believe the  adoption of FAS 146 will have an impact on its  financial
statements.

Financial Accounting Standard 147 --

     FASB Statement No. 72,  Accounting for Certain  Acquisitions  of Banking or
Thrift  Institutions  (FAS 72),  and FASB  Interpretation  No. 9,  Applying  APB
Opinions  No.  16 and 17  When a  Savings  and  Loan  Association  or a  Similar
Institution Is Acquired in a Business Combination  Accounted for by the Purchase
Method  (Interpretation 9), provided interpretive guidance on the application of
the  purchase  method to  acquisitions  of  financial  institutions.  Except for
transactions  between two or more mutual enterprises,  this Financial Accounting
Standard 147 (FAS 147) removes  acquisitions of financial  institutions from the
scope of both FAS 72 and  Interpretation 9 and requires that those  transactions
be accounted for in accordance with FAS 141, Business Combinations, and FAS 142,
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
FAS 72 to recognize (and subsequently  amortize) any excess of the fair value of
liabilities assumed over the fair value of tangible and identifiable  intangible
assets  acquired  as an  unidentifiable  intangible  asset no longer  applies to
acquisitions within the scope of this Statement. In addition, FAS 147 amends FAS
144,  Accounting for the Impairment or Disposal of Long-Lived Assets, to include
in its scope  long-term  customer-relationship  intangible  assets of  financial
institutions such as depositor- and borrower-relationship  intangible assets and
credit cardholder intangible assets.  Consequently,  those intangible assets are
subject to the same  undiscounted cash flow  recoverability  test and impairment
loss  recognition  and  measurement  provisions  that FAS 144 requires for other
long-lived  assets that are held and used.  The Company does not believe FAS 147
will have an impact on its financial statements.

                                      F-10


Financial Accounting Standard 148 --

     On December 31,  2002,  the  Financial  Accounting  Standards  Board issued
Financial  Accounting Standard 148,  Accounting for Stock-Based  Compensation --
Transition and Disclosure -- an amendment of FAS 123, Accounting for Stock Based
Compensation  (FAS  148).  As the  title of the FAS 148  implies,  it is  fairly
limited in its scope,  however it will have  implications  for all entities that
issue stock-based compensation to their employees.

     FAS 148 provides  additional  transition  guidance for those  entities that
elect to voluntarily  adopt the  accounting  provisions of FAS 123. FAS 148 does
not change the  provisions of FAS 123 that permit  entities to continue to apply
the intrinsic  value method of APB 25,  Accounting for Stock Issued to Employees
(APB 25).

     FAS 148 is intended to encourage the adoption of the accounting  provisions
of FAS 123. Under the provisions of FAS 148,  companies that choose to adopt the
accounting  provisions  of FAS 123  will  be  permitted  to  select  from  three
transition methods:

     a.   Prospective method.  Apply the recognition  provisions to all employee
awards granted,  modified,  or settled after the beginning of the fiscal year in
which the  recognition  provisions are first applied.  The  prospective  method,
however, may no longer be applied for adoptions of the accounting  provisions of
FAS 123 for periods beginning after December 15, 2003.

     b.   Modified   prospective   method.    Recognize   stock-based   employee
compensation cost from the beginning of the fiscal year in which the recognition
provisions  are first applied as if the fair value based  accounting  method had
been used to account for all employee  awards granted,  modified,  or settled in
fiscal years beginning after December 15, 1994.

     c.   Retroactive  restatement  method.  Restate  all periods  presented  to
reflect  stock-based  employee  compensation  cost  under the fair  value  based
accounting  method for all  employee  awards  granted,  modified,  or settled in
fiscal years beginning after December 15, 1994.


     The following information about stock-based employee compensation costs, is
to be  disclosed  prominently  and in  tabular  form for all  periods  presented
pursuant  to the  provisions  of FAS 148,  if  awards  of  stock-based  employee
compensation were outstanding and accounted for under the intrinsic value method
of Opinion 25 for any period for which an income statement is presented:

     (1)  Net income and basic and diluted earnings per share as reported

     (2)  The  stock-based  employee  compensation  cost,  net  of  related  tax
effects, included in the determination of net income as reported

     (3)  The  stock-based  employee  compensation  cost,  net  of  related  tax
effects, that would have been included in the determination of net income if the
fair value based method had been applied to all awards*

     (4)  Pro  forma net  income  as if the fair  value  based  method  had been
applied to all awards

     (5)  Pro forma  basic and diluted  earnings  per share as if the fair value
based method had been applied to all awards.

     The Company is currently  evaluating  the adoption of FAS 148 and is in the
process of determining the impact of this Statement on its financial statements.
The Company does not believe the application of FAS 148 will  materially  affect
its results of operations in 2003.

Emerging Issues Taskforce statement 01-9 --

     During 2002, the Company adopted  Emerging Issues Task Force statement 01-9
(EITF 01-9),  Accounting for Consideration  Given by a Vendor to a Customer or a
Reseller  of the  Vendor's  Products.  Adoption of this EITF 01-9  required  the
Company to report  revenues  from its  FertilityPartners  agreements  net of the


                                      F-11


amortization of the costs of the related  exclusive  service rights. As a result
of adopting  EITF 01-9 in 2002,  the  Company  offset the  amortization  expense
against  revenues versus the prior year  presentation of reporting  amortization
expense below the contribution line item.  Amortization  expense was $1,435,000,
$945,000  and $865,000  for the years ended  December  31, 2002,  2001 and 2000,
respectively.  The Company  does not believe that the adoption of EITF 01-9 will
have a significant impact on its financial statements.  All years presented have
been reclassified to conform to the presentation used in 2002.

Financial Accounting Standards Board Interpretation 45 --

     In  November  2002,  the  Financial   Accounting   Standards  Board  issued
Interpretation No. 45, "Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  Including Indirect  Guarantees of Indebtedness of Others" (FIN 45).
FIN 45, which is effective  December 15, 2002  requires  that upon issuance of a
guarantee,  the guarantor  must  recognize and disclose a liability for the fair
value of the  obligation it assumes under that  guarantee.  The Company does not
believe  that the  adoption  of FIN 45 will  have a  significant  impact  on its
financial statements.

   Reclassifications --

     Certain  amounts for the years ended December 31, 2001 and 2000,  have been
reclassified  to  conform  with the  presentation  adopted  for the  year  ended
December 31, 2002.

NOTE 3 -- SEGMENT INFORMATION:

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



                                                                              Pharmaceutical
                                                  Corporate       Services     Distribution   Consolidated
                                                  ---------       --------     ------------   ------------
                                                                                     
For the Year ended December 31, 2002
     Revenues...............................       $  (322)       $68,813        $19,709         $88,200
     Cost of Services.......................            --         59,953         18,396          78,349
                                                   -------        -------        -------         -------
     Contribution...........................          (322)         8,860          1,313           9,851

     General and administrative costs.......                                                       8,097
     Interest, net..........................                                                          52
                                                                                                 -------

     Income before income taxes.............                                                       1,702
                                                                                                 -------
     Depreciation expense included above....                                                       2,152
     Capital expenditures...................           238          1,792             --           2,030
     Total assets...........................        10,214         35,403          1,827          47,444

For the Year ended December 31, 2001
     Revenues...............................       $    --        $58,791        $15,107         $73,898
     Cost of Services.......................            --         49,510         14,503          64,013
                                                   -------        -------        -------         -------
     Contribution...........................            --          9,281            604           9,885

     General and administrative costs.......                                                       7,827
     Interest, net..........................                                                         102
                                                                                                 -------
     Income before income taxes.............                                                     $ 1,956
                                                                                                 =======
     Depreciation expense included above....                                                     $ 1,652
     Capital expenditures...................       $   161        $ 1,504        $    --         $ 1,665
     Total assets...........................       $11,325        $31,138        $ 2,158         $44,621


                                      F-12



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

                                                                                     
For the Year ended December 31, 2000
     Revenues...............................       $    --        $47,317       $  9,682         $56,999
     Cost of Services.......................            --         39,447          9,358          48,805
                                                   -------        -------        -------         -------
     Contribution...........................            --        $ 7,870       $    324         $ 8,194

     General and administrative costs.......                                                       5,880
     Interest, net..........................                                                         210
                                                                                                 -------
     Income before income taxes.............                                                     $ 2,104
                                                                                                 =======
     Depreciation expense included above....                                                     $ 1,697
     Capital expenditures...................      $    199        $ 1,153        $    --         $ 1,352
     Total assets...........................      $  3,335        $34,238        $ 1,272         $38,845


NOTE 4 -- SIGNIFICANT SERVICE CONTRACTS:

     For the  years  ended  December  31,  2002,  2001,  and 2000 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
                                         -------------------------         -------------------------
                                         2002      2001       2000         2002      2001       2000
                                         ----      ----       ----         ----      ----       ----

                                                                              
     Boston.........................     10.8      10.9       13.9         14.2       12.6      18.7
     Long Island....................     10.0      10.8       10.4          5.2        6.9       6.9
     New Jersey.....................       --       1.9        5.1           --       12.0      18.6
     Illinois.......................     27.7      29.3       26.9         31.0       29.5      26.7
     Shady Grove....................     17.7      17.3       17.6         26.3       21.2      17.7
     Bay Area.......................      7.4       8.4        8.2         10.9       10.6       9.1


NOTE 5 -- EXCLUSIVE SERVICE RIGHTS:

     Exclusive  Service  Rights at December  31, 2002 and 2001  consisted of the
following (000's omitted):

                                                         2002           2001
                                                       --------       -------

                  Exclusive Service rights...........  $24,533        $20,947
                  Less accumulated amortization......   (5,004)        (3,569)
                                                       -------        -------
                      Total..........................  $19,529        $17,378
                                                       =======        =======

     On April 26, 2002,  the Company  acquired the right to provide  Services to
the Northwest Center for Infertility and Reproductive  Endocrinology  (NCIRE), a
physician corporation providing fertility services in the Margate, Florida area,
for $2.4 million in cash.  The practice is comprised of 5 physicians  practicing
in three locations.

     On June 14, 2002,  the Company  financed the  acquisition  of the fertility
practice of Sheridan  Healthcare Corp., Inc, by NCIRE. The aggregate  investment
was $625,000, all of which was allocated to exclusive service rights.

     On  November  25,   2002,   the  Company   announced   the  ending  of  its
FertilityPartners  agreement  with RSA of New York.  The  agreement is to end on
November  15, 2003.  RSA of New York serves the Long Island  market and revenues
for the four  quarterly  periods  ending  prior to the  announcement  were  $9.1
million.  The program had a contribution of $750,000 for the same period. At the
time of the announcement,  the Company  evaluated its exclusive  business rights


                                      F-13


asset  associated  with RSA of New York and reduced that asset to its realizable
value by adjusting the asset downward by $350,000.

     On January 1, 2001,  the Company  amended its  FertilityPartners  agreement
with the Bay Area Fertility and Gynecology Medical Group, Inc., to encompass the
medical practice of Susan P. Willman,  M.D., Inc. In consideration for the right
to provide  additional  Services  and the  acquisition  of certain  assets,  the
Company paid Dr. Willman approximately $515,000, of which approximately $332,000
was in  cash  and  approximately  $183,000  in the  form of a  promissory  note.
Approximately  $368,000 of the purchase price was allocated to exclusive service
rights.

     On January 1, 2001,  the Company  amended its  FertilityPartners  agreement
with the Shady Grove, to encompass the medical practice of David S. Saffan, M.D.
In  consideration  for  the  right  to  provide  additional   Services  and  the
acquisition of certain  assets,  the Company agreed to pay Dr. Saffan amounts to
be  determined  based upon Dr.  Saffan  achieving  certain  performance  targets
through  December 31,  2003.  The purchase  price based on  performance  through
December 31, 2002 was approximately $373,000 of which approximately $299,000 was
paid in cash. Additional amounts up to approximately  $100,000 may become due in
2003, contingent upon achievement of performance targets.

NOTE 6 -- FIXED ASSETS, NET:

     Fixed assets,  net at December 31, 2002 and 2001 consisted of the following
(000's omitted):

                                                              2002     2001
                                                            -------   ------

 Furniture, office and computer equipment...............    $ 5,139  $ 4,654
 Medical equipment......................................      3,520    2,833
 Leasehold improvements.................................      5,936    5,211
 Construction in process................................        133       --
 Assets under capital leases............................      1,260    1,260
                                                            -------   ------
   Total................................................     15,988   13,958
 Less -- Accumulated depreciation and amortization......    (10,847)  (8,695)
                                                            -------  -------
                                                            $ 5,141  $ 5,263
                                                            =======  =======

     Depreciation expense on fixed assets for the years ended December 31, 2002,
2001 and 2000 was $2,152,000,  $1,652,000 and $1,697,000,  respectively.  Assets
under  capital  leases  primarily  consist of  computer  equipment.  Accumulated
amortization  related  specifically to capital leases at December 31, 2002, 2001
and 2000 was $1,100,000, $977,000 and $870,000, respectively.

NOTE 7 -- ACCRUED LIABILITIES:

     Accrued  liabilities  at  December  31,  2002  and  2001  consisted  of the
following (000's omitted):

                                                     2002         2001
                                                    ------       ------

 Accrued costs on behalf of Medical Practices...... $3,473       $2,757
 Reserves for estimated refunds....................    422          477
 Accrued incentives and benefits...................  1,655          930
 Accrued state taxes...............................    338          546
 Other.............................................    558          518
                                                    ------       ------
 Total accrued liabilities......................... $6,446       $5,228
                                                    ======       ======


                                      F-14


NOTE 8 -- NOTES PAYABLE AND OTHER OBLIGATIONS:

     Debt at  December  31,  2002 and 2001  consisted  of the  following  (000's
omitted):

                                                         2002         2001
                                                        ------       ------

   Note payable to bank...............................  $1,250       $2,250
   Acquisition notes payable..........................     122          257
   Obligations under capital lease....................      38          184
                                                        ------       ------

   Total notes payable and other obligations..........   1,410        2,691
   Less -- Current portion............................  (1,099)      (1,403)
                                                        ------       ------
   Long-term notes payable and other obligations......  $  311       $1,288
                                                        ======       ======

Note payable to Bank --

     In September  2001, the Company  amended its existing  credit facility with
Fleet Bank, N.A. The amended facility is comprised of a $7.0 million  three-year
working  capital  revolver and a  continuance  of the  Company's  existing  $4.0
million  5.5 year  term  loan,  of which  approximately  $2.8  million  remained
outstanding with a remaining term of  approximately  2.5 years as of the date of
the amendment.  Each component bears interest by reference to Fleet's prime rate
or LIBOR,  at the Company's  option,  plus a margin,  which is dependent  upon a
leverage  test,  ranging from 2.25% to 2.75% in the case of  LIBOR-based  loans.
Prime  based  loans are made at Fleet  Bank'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, 2002,  interest on the term loan was payable
at a rate of  approximately  4.25%.  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  facility.  As of December 31, 2002, under
the working  capital  revolver,  there were no amounts  outstanding and the full
amount of $7.0 million was available.  The credit facility is  collateralized by
all of the Company's assets.

     Due to  the  continued  expansion  of the  FertilityPartners  centers,  the
Company  exceeded the capital  spending  threshold as defined in one restrictive
covenant  during 2002, and obtained the required waiver  effective  December 31,
2002.

   Acquisition notes payable --

     Acquisition  notes payable  represent the liability  owed by the Company to
certain  medical  providers  for the cost of acquiring  the  exclusive  right to
supply services to their  fertility  practices.  The  acquisition  obligation at
December  31,  2002  represents  amounts  owed by the  Company  to  acquire  the
additional  service rights at the Bay Area Fertility  practice.  The acquisition
obligation  at  December  31,  2001  represents  amounts  owed by the Company to
acquire  additional  service  rights at the Shady  Grove and Bay Area  Fertility
practices. These obligations are non-interest bearing.

   Debt Maturities --

     At December 31, 2002,  aggregate  note  payments,  including  capital lease
obligation payments, in future years were as follows (000's omitted):

                      2003...........................................  $1,099
                      2004...........................................     311
                      2005...........................................      --
                                                                       ------
                      Thereafter.....................................      --
                                                                       ------
                      Total payments.................................  $1,410
                                                                       ======


                                      F-15


   Obligations under capital lease --

     Capital lease obligations  relate primarily to computer and data processing
equipment  for the  FertilityPartners.  The  current  portion of  capital  lease
obligations, excluding interest, was approximately $38,000 at December 31, 2002.

     The Company has  operating  leases for its corporate  headquarters  and for
medical  office space for its  FertilityPartners  centers.  The Company also has
operating leases for certain medical  equipment.  Aggregate rental expense under
operating leases was $3,533,000,  $3,665,000, and $2,635,000 for the years ended
December 31, 2002, 2001 and 2000, respectively.

     At December 31, 2002,  the minimum lease  payments for assets under capital
and  non-cancelable  operating  leases in future  years were as  follows  (000's
omitted):
                                                       Capital    Operating
                                                       -------    ---------

        2003....................................         $38      $  2,813
        2004....................................          --         2,877
        2005....................................          --         2,853
        2006....................................          --         2,891
        2007....................................          --         2,432
        Thereafter..............................          --         7,233
                                                         ---       -------
        Total minimum lease payments............         $38       $21,099
                                                         ===       =======
        Less -- Amount representing interest....          --
                                                         ---
        Present value of minimum lease payments.         $38
                                                         ===

NOTE 9 -- INCOME TAXES


     The provision for income taxes consisted of:
                                                        For the years
                                                      ended December 31,
                                                   -----------------------
                                                   2002      2001     2000
                                                   ----      ----     ----
Current taxes (benefits):
     Federal ..................................   $  --    $    --    $ --
     State   ..................................      51         34     187
                                                  ------   -------    ----
        Total Current Taxes....................   $  51    $   234    $187
                                                  ------   -------    ----
Deferred taxes (benefits):
     Federal          ........................    $ 595    $    --    $ --
     State            ........................      (90)        --      --
     Valuation Allowance......................         6     (4791)     --
                                                  ------   -------    ----
       Total Deferred Taxes..................     $  511    (4,791)     --
                                                  ------   -------    ----
Total tax provision   .......................     $  562   $(4,557)   $187
                                                  ======   =======    ====


     At December  31,  2002,  the Company had Federal net  operating  loss carry
forwards of approximately $15.2 million,  which expire in 2004 through 2019. For
tax purposes, there is an annual limitation of approximately $2.0 million on the
utilization of  approximately  $10.4 million of net operating  losses  resulting
from changes in ownership attributable to the Company's May 1993 Preferred Stock
Offering  and the  August  1997  Common  Stock  Offering  and  FertilityPartners
agreements.  For the years  ended  December  2002,  2001 and 2000,  the  Company
utilized net operating loss carry forwards of approximately  $2.0 million,  $2.5
million and $1.9 million, respectively.  Valuation allowances have been recorded
for net operating loss carry  forwards that may expire prior to utilization  due
to the annual limitation.  In the fourth quarter of 2001, the Company recorded a
reduction  of its  deferred  tax asset  valuation  allowance  as a result of the
Company's   sustained   profitability  and  likelihood  of  net  operating  loss
utilization.

                                      F-16


     Significant components of the deferred tax assets (liabilities) at December
31, 2002 and 2001 were as follows (000's omitted):

                                                           December 31,
                                                       ------------------
                                                         2002       2001
                                                       -------    -------
Deferred tax assets
  Net operating loss carry forwards ................   $ 5,180    $ 5,791
  Doubtful accounts ................................       954        767
  Other ............................................        43         59
                                                       -------    -------
      Total deferred tax assets ....................     6,177      6,617
                                                       -------    -------
Deferred tax liabilities
  Depreciation and amortization ....................      (303)      (346)
                                                       -------    -------
      Total deferred tax liabilities ...............      (303)      (346)
                                                       -------    -------
Deferred tax asset .................................     5,875      6,271
Valuation allowance ................................    (1,594)    (1,480)
                                                       -------    -------
Net total deferred tax asset .......................   $ 4,280    $ 4,791
  Less deferred tax asset reflected as current asset      (300)        --
                                                       -------    -------
  Deferred tax asset ...............................   $ 3,980    $ 4,791
                                                       =======    =======

     The financial statement income tax (benefit) 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,
2002, 2001 and 2000 primarily as a result of the following (000's omitted):

                                                 For the years
                                               ended December 31,
                                           -------------------------
                                           2002       2001      2000
                                           ----       ----      ----

Tax expense at Federal statutory rate   $   579    $   585    $   652
State income taxes ..................       (39)       234        187
Non-deductible expenses .............        31
Other ...............................       (15)
Net operating loss utilization ......      (585)      (652)
Change in valuation allowance .......         6     (4,791)        --
                                        -------    -------    -------
Income tax (benefit) expense ........   $   562    $(4,557)   $   187
                                        =======    =======    =======

NOTE 10 - EARNINGS PER SHARE:

     The  reconciliation  of the  numerators and  denominators  of the basic and
diluted EPS computations for the years ended December 31, 2002, 2001 and 2000 is
a follows (000's omitted, except for per share amounts):

                                                           For the years
                                                         ended December 31,
                                                       ----------------------
                                                       2002      2001    2000
                                                       ----      ----    ----
Numerator
Net Income ........................................   $1,140   $6,513   $1,917
Less: Preferred stock dividends paid and/or accrued       69      133      133
                                                      ------   ------   ------
Net Income available to Common Stock ..............   $1,071   $6,380   $1,784
                                                      ======   ======   ======

Denominator
Weighted average shares outstanding ...............    3,195    3,081    4,110
Effect of dilutive options and warrants ...........      273       94       62
                                                      ------   ------   ------
Weighted average shares and dilutive potential
  Common shares ...................................    3,468    3,175    4,172
                                                      ======   ======   ======
Basic earnings per common share ...................   $ 0.33   $ 2.07   $ 0.43
                                                      ======   ======   ======
Diluted earnings per common share .................   $ 0.31   $ 2.01   $ 0.43
                                                      ======   ======   ======

     For the years ended December 31, 2002,  2001 and 2000,  options to purchase
approximately 52,500, 297,000, and 494,000 shares, respectively, of Common Stock
at exercise  prices  ranging from $6.15 to $8.57,  $4.50 to $5.38,  and $2.97 to


                                      F-17


$5.00 per share, respectively,  were excluded in computing the diluted per share
amounts as they were antidilutive.

     For the years ended December 31, 2002, 2001 and 2000,  warrants to purchase
approximately 105,600, 25,000, and 103,000 shares, respectively, of Common Stock
at exercise  prices  ranging from $6.25 to $9.00,  $5.13 to $7.24,  and $4.12 to
$8.54 per share, respectively,  were excluded in computing the diluted per share
amounts as they were antidilutive.

     For the years  ended  December  31,  2001 and 2000,  approximately  133,000
shares of Common  Stock from the  assumed  conversion  of  Preferred  Stock were
excluded in computing the diluted per share amounts as they were antidilutive.

NOTE 11 -- SHAREHOLDERS' EQUITY:

     In 2002,  2001 and 2000,  the  Company  issued  37,640,  33,265  and 44,610
shares,  respectively,  of  restricted  Common  Stock to  several  officers  and
directors  of the Company for an  aggregate  amount of $249,000 and $164,000 and
$142,000 respectively.

     During  2002,  the Board of  Directors  authorized  the  redemption  of all
outstanding shares of the Company's Series A Preferred Stock.  Effective October
15, 2002, the Company had redeemed all 165,644  outstanding  shares at a cost of
approximately $1.7 million.

     In 2002,  the Company  issued an aggregate  of 7,089  shares of  restricted
Common Stock to the physician partners of the Northwest Center for Fertility and
Reproductive Endocrinology,  in connection with the FertilityPartners agreement.
These shares had a market value of $45,000 on the date of issuance.

     The Board of Directors had  previously  authorized the repurchase of shares
of the Company's  outstanding Common Stock. As of December 31, 2001, the Company
had  repurchased  and  retired  2,480,085  shares  of its  Common  Stock  for an
aggregate cost of approximately  $7.1 million.  No repurchases or retirements of
Common Stock were made during 2002 and the Company currently does not anticipate
any additional Common Stock repurchases.

     As of December  31, 2002 and 2001,  warrants  to purchase an  aggregate  of
144,350 and 62,407 shares of Common Stock were  outstanding at weighted  average
exercise prices of $7.39 and $5.20 respectively.

NOTE 12 -- STOCK OPTIONS AND GRANTS:

     Under the 1992 Stock  Option Plan (as  amended)  (the "1992  Plan") and the
2000  Stock  Option  Plan  (the  "2000  Plan"),   500,000  and  600,000  shares,
respectively,  were reserved for issuance of incentive and  non-incentive  stock
options.  Under the 1992 and 2000 Plans,  incentive stock options, as defined in
Section 422 of the Internal  Revenue Code,  may be granted only to employees and
non-incentive  stock  options may be granted to  employees,  directors  and such
other  persons  as the Board of  Directors  (or a  committee  (the  "Committee")
appointed by the Board)  determines will contribute to the Company's  success at
exercise  prices equal to at least 100%, or 110% for a ten percent  shareholder,
of the fair market  value of the Common  Stock on the date of grant with respect
to incentive  stock  options and at exercise  prices  determined by the Board of
Directors or the Committee with respect to  non-incentive  stock options.  Stock
options issued under the 2000 Plan are  exercisable,  subject to such conditions
and  restrictions  as  determined  by the Board of Directors  or the  Committee,
during a ten-year  period,  or a five-year  period for  incentive  stock options
granted to a ten percent shareholder,  following the date of grant; however, the
maturity of any incentive  stock option may be  accelerated at the discretion of
the Board of  Directors  or the  Committee.  Under the 1992  Plan,  the Board of
Directors or the Committee  determines  the exercise  dates of options  granted;
however,  in no event may incentive stock options be exercised prior to one year
from date of grant. Under the 1992 and 2000 Plans, the Board of Directors or the
Committee selects the optionees, determines the number of shares of Common Stock


                                      F-18


subject to each option and otherwise  administers the Plans.  Under the 1992 and
2000  Plans,  options  expire  three  months  from  the  date  of  the  holder's
termination  of  employment  with the  Company or twelve  months in the event of
disability or death.

     Under the 1994 Outside  Director  Stock  Purchase Plan  ("Outside  Director
Plan"),  31,250  shares of Common  Stock are reserved  for  issuance.  Under the
Outside Director Plan,  directors who are not full-time employees of the Company
may elect to  receive  all or a part of their  annual  retainer  fees,  the fees
payable for  attending  meetings of the Board of Directors  and the fees payable
for serving on  committees  of the Board,  in the form of shares of Common Stock
rather than cash,  provided  that any such  election be made at least six months
prior to the date that the fees are to be paid.  As of December 31,  2002,  2001
and 2000,  there were no options  outstanding,  respectively,  under the Outside
Director Plan.

     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, 1999.....    437,181         $4.05
     Granted......................................    254,000         $2.99
     Canceled.....................................    (77,332)        $3.87
                                                      -------         -----
     Options outstanding at December 31, 2000.....    613,849         $3.63
     Granted......................................    192,500         $4.77
     Exercised....................................    (36,126)        $3.39
     Canceled.....................................    (14,177)        $4.04
                                                      -------         -----
     Options outstanding at December 31, 2001.....    756,046         $3.92
     Granted......................................    250,487         $5.90
     Exercised....................................    (83,266)        $2.75
     Canceled.....................................    (70,627)        $5.79
                                                      -------         -----
     Options outstanding at December 31, 2002.....    852,640         $4.29
     Options exercisable at:
          December 31, 2000.......................    282,222         $4.12
          December 31, 2001.......................    386,868         $3.91
          December 31, 2002.......................    512,124         $3.92

     Included in options  that were  canceled  during  2002,  2001 and 2000 were
forfeitures of 27,627, 14,177 and 6,301 with weighted average exercise prices of
$5.79, $4.04 and $4.12, respectively.

     As of December 31, 2002, stock options outstanding and exercisable by price
range were as follows:



                             OPTIONS OUTSTANDING                                        OPTIONS EXERCISABLE
  ------------------------------------------------------------------------       ---------------------------------
                         Outstanding    Weighted-Average                         Exercisable
     Range of               as of           Remaining     Weighted-Average          as of         Weighted-Average
  Exercise Prices        12/31/2002     Contractual Life   Exercise Price         12/31/2002       Exercise Price
  ---------------        ----------     ----------------  ----------------        ----------      ----------------

                                                                                      
   $0.00 - $3.00            109,501            7.0              $2.72               71,063              $2.86
   $3.01 - $5.00            574,277            5.9              $4.10              437,936              $4.08
   $5.01 - $7.00            168,862            9.2              $5.94                3,125              $5.38
   -----   -----            -------            ---              -----                -----              -----
                            852,640            6.7              $4.29              512,124              $3.92


                                      F-19


   Pro forma information:

     FAS 123 requires pro forma disclosures of net income and earnings per share
amounts as if compensation expense,  using the fair value method, was recognized
for options  granted after 1994.  Using this approach,  pro forma net income and
earnings  per share for the year ended  December  31, 2002 would be $334,000 and
$0.10 lower,  respectively,  versus reported  amounts.  Pro forma net income and
diluted  income per share would be $264,000 and $0.08 lower,  respectively,  for
the year ended  December 31, 2001.  Pro forma net income and diluted  income per
share  would be  $163,000  and $0.04  lower,  respectively,  for the year  ended
December 31, 2000. The weighted  average fair value of options granted at prices
equal to fair market  value during the years ended  December 31, 2002,  2001 and
2000 was $4.59, $3.11 and $1.78, respectively.  These values, which were used as
a basis for the pro forma  disclosures,  were estimated using the  Black-Scholes
Options-Pricing  Model  with the  following  assumptions  used for grants in the
years ended December 31, 2002, 2001, and 2000,  respectively;  dividend yield of
0% in each year;  volatility of 75.3%,  55.2% and 40.0% in 2002,  2001 and 2000,
respectively;  risk-free  interest rate of 1.06%,  2.00% and 5.00% in 2002, 2001
and 2000, respectively; and an expected term of 10 years in the year reported.

     These pro forma  disclosures may not be  representative  of the effects for
future  years  since  options  vest over  several  years and  additional  awards
generally are made each year.

     The  Company   recognizes   compensation  cost  for  stock-based   employee
compensation  plans over the vesting  period  based on the  difference,  if any,
between the quoted market price of the stock and the amount an employee must pay
to acquire the stock.  There was no  compensation  cost recognized in income for
the years ended December 31, 2002, 2001 and 2000.

     Under  restricted  stock  grant  agreements  with  several  officers of the
Company,  beginning  in  2001,  shares  vest  at the  grant  date.  The  Company
recognizes  compensation  expense in the period the grants are awarded for years
after 2000 (in 2000 the grants were amortized over a three-year  period, but the
change in  vesting  required  the  balance of the  unamortized  2000 grant to be
expensed  in 2001).  Compensation  expense  recognized  in  connection  with the
restricted stock grants for the years ended December 31, 2002, 2001 and 2000 was
$336,000,  $422,000  and $45,000,  respectively.  After  withholding  applicable
taxes,  Common Stock with  aggregate  market  values of  $249,000,  $164,000 and
$142,000 were issued in the years ended December 31, 2002, 2001 and 2000,

NOTE 13 -- QUARTERLY FINANCIAL DATA (UNAUDITED):

     Summarized quarterly financial data for continuing  operations for 2002 and
2001 (in thousands, except per share data) appear below:



                                                                                              Diluted net
                          Revenues, net         Contribution            Net income          income per share
                          -------------         ------------            ----------          ----------------
                         2002       2001       2002       2001        2002       2001        2002       2001
                         ----       ----       ----       ----        ----       ----        ----       ----

                                                                                
First quarter........  $20,051    $16,275     $2,280     $2,131     $  291      $  359       $0.08      $0.10
Second quarter ......   21,171     18,062      2,391      2,382        310         406        0.08       0.12
Third quarter........   23,273     19,734      2,741      2,497        325         469        0.09       0.14
Fourth quarter.......   23,705     19,827      2,439       2875        214       5,279(a)     0.06       1.61
Total year ..........  $88,200    $73,898     $9,851     $9,885     $1,140      $6,513        0.31      $2.01


     (a) See Note 9
         The sum of the quarters for 2002 and 2001 may not equal the annual
         amount due to rounding.

NOTE 14 -- COMMITMENTS AND CONTINGENCIES:

   Operating Leases --

     Refer to Note 8 for a summary of lease commitments.


                                      F-20


   Reliance on Third Party Vendors --

     The  FertilityPartners  centers, as well as all other medical providers who
deliver services requiring  fertility  medication,  are dependent on third-party
vendors that produce such  medications  (including  but not limited to:  Lupron,
Follistim,  Repronex,  GonalF and  Pregnyl)  that are vital to the  provision of
fertility  and ART  services.  Should any of these  vendors  experience a supply
shortage,  it may have an  adverse  impact on the  operations  of the  fertility
centers.  To date, the fertility  centers have not  experienced any such adverse
impacts.

   Employment Agreements --

     The Company has entered  into  employment  and change in control  severance
agreements with certain of its management employees,  which include, among other
terms,  noncompetitive  provisions  and salary and  benefits  continuation.  The
Company's  minimum  aggregate  commitment under these agreements at December 31,
2002 was approximately $1.7 million.

   Commitments to FertilityPartners --

     Pursuant to the majority of the Company's FertilityPartners agreements, the
Company  is  obligated  to  perform  the  following:  (i)  advance  funds to the
fertility centers to fund operations and provide services; and (ii) on or before
the fifteenth business day of each month finance the net accounts  receivable of
the fertility center arising during the previous month and to transfer or pay to
the fertility centers such amount of funds equal to the net accounts  receivable
less any amounts owed to the Company for Services fees and/or advances.

   Litigation --

     In  June  2002,  the  Company  was  served  with  a  complaint,   captioned
WINFertility, Inc. vs. IntegraMed America, Inc., in which the plaintiff filed an
action in the Supreme Court of New York, Westchester County,  alleging breach of
contract and seeking damages in excess of $5 million. The Company has served and
filed an answer denying all material  allegations of the complaint and asserting
affirmative  defenses.  The  Company has also filed a  counterclaim  against the
plaintiff  demanding an accounting  and return of certain fees paid to plaintiff
by the Company. The Company has meritorious defenses to the claims, and based on
opinion of counsel,  believes that the  likelihood of the suit having a material
adverse effect on the financial position, results of operations or the cash flow
of the Company is remote.

     There are other minor legal proceedings to which the Company is a party. In
the Company's  opinion,  the claims asserted and the outcome of such proceedings
will not have a material  adverse effect on the financial  position,  results of
operations or the cash flow of the Company.

   Insurance --

     The Company and its affiliated  fertility  centers are insured with respect
to medical malpractice risks on a claims made basis. Management believes it will
be able to obtain renewal coverage in the future. Management is not aware of any
claims against it or its affiliated  medical  practices,  which would expose the
Company, or its affiliated medical practices to liabilities in excess of insured
amounts.  Therefore,  none of these claims is expected to have a material impact
on the Company's financial position, results of operations or cash flows.

NOTE 15 -- RELATED PARTY TRANSACTIONS:

     SDL  Consultants,  a company  owned by  Sarason  D.  Liebler,  who became a
director of the Company in August,  1994,  rendered  consulting  services to the
Company during 2002, 2001 and 2000 for aggregate fees of approximately  $78,000,
$96,000 and $131,000, respectively.

                                      F-21


     Pursuant to the  Company's  FertilityPartners  agreement  with Shady Grove,
Michael J. Levy, M.D., an employed  shareholder  physician of the P.C., became a
member of the Company's Board of Directors effective March 12, 1998. The medical
practice at Shady Grove paid the Company  $2,940,000,  $2,360,000 and $2,650,000
in 2002, 2001 and 2000, respectively in service fees.

     Pursuant  to  the  Company's  FertilityPartners  agreement  with  FCI  (the
Illinois practice),  Aaron Lifchez,  M.D., an employed shareholder  physician of
FCI,  became a member of the  Company's  Board of Directors in August 1997.  The
medical practice FCI paid the Company  $3,500,000,  $3,270,000 and $1,700,000 in
2002, 2001 and 2000, respectively in Service Fees.

NOTE 16 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION AND
             NON-CASH TRANSACTIONS:

     In 2000, in connection  with the Company's  termination of its Kansas City,
MO FertilityPartner  agreement,  the Company charged  approximately  $273,000 of
fixed assets,  primarily comprised of leasehold improvements,  to the previously
established reserve.

     Income tax  payments of  $271,000,  $12,800,  and $21,000  were paid in the
years ended December 31, 2002, 2001 and 2000, respectively.

     Interest  paid in cash during the year ended  December 31,  2002,  2001 and
2000,  amounted to $155,000,  $281,000,  and  $421,000,  respectively.  Interest
received  during the years ended  December 31, 2002,  2001 and 2000  amounted to
approximately $103,000, $179,000, and $211,000, respectively.


                                      F-22


                                   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 26, 2003

                                By/s/JOHN W. HLYWAK, JR.
                                       John W. Hlywak, Jr.
                                       Senior 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/   GERARDO CANET
      ----------------------
      Gerardo Canet           President,
                              Chief Executive Officer
                              and Director
                              (Principal Executive Officer)    March 26, 2003

/s/   JOHN W. HLYWAK, JR
      ----------------------
      John W. Hlywak, Jr.     Senior Vice President
                              and Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer               March 26, 2003

/s/   MICHAEL J. LEVY, M.D.
      ----------------------
      Michael J. Levy, M.D.   Director                         March 26, 2003

/s/   SARASON D. LIEBLER
      ----------------------
      Sarason D. Liebler      Director                         March 26, 2003

/s/   AARON S. LIFCHEZ, M.D.
      ----------------------
      Aaron S. Lifchez, M.D.  Director                         March 26, 2003

/s/   WAYNE R. MOON
      ----------------------
      Wayne R. Moon           Director                         March 26, 2003

/s/   LAWRENCE J. STUESSER
      ----------------------
      Lawrence J. Stuesser    Director                         March 26, 2003

/s/   ELIZABETH E. TALLETT
      ----------------------
      Elizabeth E. Tallett    Director                         March 26, 2003




                                INDEX TO EXHIBITS

                                   Item 14(c)

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

 3.1(a)    --   Amended and Restated  Certificate of Incorporation of Registrant
                effecting, inter alia, reverse stock split (ii)

 3.1(b)    --   Amendment  to   Certificate  of   Incorporation   of  Registrant
                increasing  authorized  capital stock by  authorizing  Preferred
                Stock (ii)

 3.1(c)    --   Certificate of Designations  of Series A Cumulative  Convertible
                Preferred Stock (ii)

 3.1(d)    --   Certificate of Amendment to Amended and Restated  Certificate of
                Incorporation  increasing  authorized Common Stock to 50,000,000
                shares (xxiv)

 3.2       --   Copy of By-laws of Registrant (i)

3.2(a)     --   Copy of  By-laws of  Registrant  (As  Amended  and  Restated  on
                December 12, 1995) (xi)

3.2(b)     --   Copy of By-laws of Registrant  (As Amended and Restated on March
                4, 1997) (xxi)

 4.1      --    Warrant Agreement of Robert Todd Financial Corporation. (i)

 4.2      --    Copy of Warrant, as amended, issued to IG Labs. (i)

 4.3      --    RAS Securities  Corp. and ABD Securities  Corporation's  Warrant
                Agreement. (ii)

 4.4      --    Form of Warrants  issuable to Raymond James &  Associates,  Inc.
                (vii)

 4.6      --    Warrant  issued to Morgan  Stanley  Venture  Partners  III, L.P.
                (xviii)

 4.7      --    Warrant  issued to Morgan  Stanley  Venture  Partners  III, L.P.
                (xviii)

  4.8     --    Warrant   issued  to  the  Morgan   Stanley   Venture   Partners
                Entrepreneur Fund, L.P. (xxi)

4.9 (a)   --    Warrant issued to Brian Kaplan, M.D. (xxii)

4.9 (b)   --    Warrant issued to Aaron S. Lifchez, M.D.  (xxii)

4.9 (c)   --    Warrant issued to Jacob Moise, M.D.  (xxii)

4.9 (d)   --    Warrant issued to Jorge Valle, M.D.  (xxii)

4.10 (a)  --    Warrant issued to Donald Galen, M.D.  (xxii)

4.10 (b)  --    Warrant issued to Arnold Jacobson, M.D.  (xxii)




                          INDEX TO EXHIBITS (Continued)

                                   Item 14(c)
Exhibit
Number                              Exhibit

4.10 (c)  --    Warrant issued to Louis Weckstein, M.D.  (xxii)

4.11 (a)  --    Warrant issued to Michael J. Levy, M.D.  (xxii)

4.11 (b)  --    Warrant issued to Arthur W. Sagoskin, M.D.  (xxii)

4.11 (c)  --    Warrant issued to Robert J. Stillman, M.D.  (xxii)

4.11 (d)  --    Warrant issued to Robert J. Stillman, M.D. dated January 6, 1999
                (xxvi)

4.12 (a)  --    Warrant  issued to Patricia M. McShane,  M.D. dated November 18,
                1998 (xxvi)

4.12 (b)  --    Warrant  issued to Samuel C. Pang,  M.D. dated November 18, 1998
                (xxvi)

4.12 (c)  --    Warrant issued to Issac Glatstein,  M.D. dated November 18, 1998
                (xxvi)

4.13      --    Warrant issued to Vector Securities International, Inc. (xxvi)

4.14       --   Registration Rights Ageement dated July 20, 2002 (l)

4.14(a)    --   Form of Warrant issued on July 30, 2002 (l)

10.1      --    Copy of Registrant's  1988 Stock Option Plan,  including form of
                option (i)

10.2      --    Copy of Registrant's  1992 Stock Option Plan,  including form of
                option (i)

10.2 (a)  --    Copy of Amendment to Registrant's 1992 Stock Option Plan (xxii)

10.4      --    Severance  arrangement  between  Registrant and Vicki L. Baldwin
                (i)

10.4(a)   --    Copy of Change in Control Severance Agreement between Registrant
                and Vicki L. Baldwin (vii)

10.5(a)   --    Copy of Severance Agreement with Release between Registrant
                and David J. Beames (iv)

10.6      --    Severance arrangement between Registrant and Donald S. Wood (i)

10.6(a)   --    Copy of Executive  Retention  Agreement  between  Registrant and
                Donald S. Wood, Ph.D. (viii)

10.7(a)   --    Copy of lease for Registrant's  executive  offices  relocated to
                Purchase, New York (viii)

10.8      --    Copy of Lease Agreement for medical office in Mineola,  New York
                (i)

10.8(a)   --    Copy of new 1994 Lease  Agreement for medical office in Mineola,
                New York (v)

10.8(b)   --    Copy  of  Letter  of  Credit  in  favor  of   Mineola   Pavilion
                Associates, Inc. (viii)


10.9      --    Copy of  Service  Agreement  for  ambulatory  surgery  center in
                Mineola, New York (i)

10.10     --    Copy of Agreement with MPD Medical  Associates,  P.C. for Center
                in Mineola, New York (i)

10.10     --    Copy of Agreement with MPD Medical  Associates,  P.C. for Center
                in Mineola, New York dated September 1, 1994 (vii)

10.10(a)  --    Copy of Agreement with MPD Medical Associates, P.C. for
                Center in Mineola, New York dated September 1, 1994 (vii)

10.11     --    Copy of Service Agreement with United Hospital (i)

10.12     --    Copy of Service  Agreement  with  Waltham  Weston  Hospital  and
                Medical Center (i)

10.15(a)  --    Copy of post-Dissolution Consulting Agreement between
                Registrant and Allegheny General Hospital (vi)

10.18(a)  --    Copy of post-Dissolution Consulting, Training and License
                Agreement between Registrant and Henry Ford Health Care Systems
                (iii)

10.19     --    Copy of Guarantee Agreement with Henry Ford Health System (i)

10.20     --    Copy of Service Agreement with Saint Barnabas Outpatient Centers
                for center in Livingston, New Jersey (i)

10.21     --    Copy of Agreement with MPD Medical  Associates,  P.C. for center
                in Livingston, New Jersey (i)

10.22     --    Copy of Lease Agreement for medical  offices in Livingston,  New
                Jersey (i)

10.23     --    Form  of  Development   Agreement  between   Registrant  and  IG
                Laboratories, Inc. (i)

10.24     --    Copy  of  Research   Agreement  between  Registrant  and  Monash
                University (i)

10.24(a)  --    Copy  of  Research   Agreement  between  Registrant  and  Monash
                University (ix)

10.28     --    Copy  of  Agreement  with  Massachusetts   General  Hospital  to
                establish  the  Vincent  Center for  Reproductive  Biology and a
                Technical Training Center (ii)

10.29     --    Copy of Agreement  with  General  Electric  Company  relating to
                Registrant's training program (ii)

10.30     --    Copy  of   Indemnification   Agreement  between  Registrant  and
                Philippe L. Sommer (vii)

10.31     --    Copy of  Employment  Agreement  between  Registrant  and Gerardo
                Canet (vii)

10.31(a)  --    Copy of Change in Control Severance Agreement between
                Registrant and Gerardo Canet (vii)

10.31(b)  --    Copy of the Amendment of Change in Control Severance
                Agreement between Registrant and Gerardo Canet (viii)

10.33     --    Copy of Change in Control Severance Agreement between Registrant
                and Dwight P. Ryan (vii)





10.35      --   Revised Form of Dealer Manager Agreement between  Registrant and
                Raymond James & Associates, Inc. (vii)

10.36     --    Copy of  Agreement  between MPD  Medical  Associates,  P.C.  and
                Patricia Hughes, M.D. (vii)

10.37     --    Copy of Agreement  between IVF America (NJ) and Patricia Hughes,
                M.D. (vii)

10.38     --    Copy of Management  Agreement between Patricia M. McShane,  M.D.
                and IVF America (MA), Inc. (vii)

10.39     --    Copy  of  Sublease   Agreement  for  medical   office  in  North
                Tarrytown, New York (viii)

10.40     --    Copy of Executive  Retention  Agreement  between  Registrant and
                Patricia M. McShane, M.D. (viii)

10.41     --    Copy of Executive  Retention  Agreement  between  Registrant and
                Lois Dugan (viii)

10.42     --    Copy of Executive Retention Agreement between Registrant and Jay
                Higham (viii)

10.43     --    Copy of Service Agreement between  Registrant and Saint Barnabas
                Medical Center (ix)


10.43 (a) --    Termination Agreement between IntegraMed America, Inc. and Saint
                Barnabas Medical Center dated December 7, 2000. (xxxvi)

10.44     --    Asset Purchase Agreement among Registrant, Assisted Reproductive
                Technologies,  P.C. d/b/a Main Line Reproductive Science Center,
                Reproductive Diagnostics, Inc. and Abraham K. Munabi, M.D. (ix)

10.44(a)  --    Management Agreement among Registrant and Assisted  Reproductive
                Technologies,  P.C. d/b/a Main Line Reproductive  Science Center
                and Reproductive Diagnostics, Inc. (ix)

10.44(b)  --    Physician Service Agreement between Assisted Reproductive
                Technologies P.C. d/b/a Main Line Reproductive Science Center
                and Abraham K. Munabi, M.D. (ix)

10.44(c)        -- Stipulation of Settlement and Compromise of all Claims Among
                IntegraMed America, Inc. and Assisted Reproductive Technologies,
                P.C., d/b/a Mainline Reproductive Science Center, Reproductive
                Diagnostics, Abraham Munabi, M.D.,
                Reproductive Science Center of Suburban Philadelphia (xxv)

10.45     --    Copy of Executive  Retention  Agreement  between  Registrant and
                Stephen Comess (x)

10.46     --    Copy of Executive  Retention  Agreement  between  Registrant and
                Peter Callan (x)

10.47     --    Management  Agreement between  Registrant and Robert Howe, M.D.,
                P.C. (x)

10.47 (a) --    P.C. Funding Agreement between  Registrant and Robert Howe, M.D.
                (x)


10.48     --    Management Agreement among Registrant and Reproductive Endocrine
                & Fertility Consultants,  P.A. and Midwest Fertility Foundations
                & Laboratory, Inc. (x)

10.48 (a) --    Asset  Purchase  Agreement  among  Registrant  and  Reproductive
                Endocrine & Fertility  Consultants,  Inc. and Midwest  Fertility
                Foundations & Laboratory, Inc. (x)

10.48 (b) --    Amendment  No.  2  to  Management   Agreement  among  IntegraMed
                America,   Inc.   and   Reproductive   Endocrine   &   Fertility
                Consultants,   P.A.   and  Midwest   Fertility   Foundations   &
                Laboratory, Inc. dated July 1, 1998 (xxiv)

10.48 (c) --    Management   Agreement  among  IntegraMed   America,   Inc.  and
                Reproductive Endocrine & Fertility Consultants, P.A. and Midwest
                Fertility Foundations & Laboratory, Inc. (xxvii)

10.49     --    Copy of  Sublease  Agreement  for office  space in Kansas  City,
                Missouri (x)

10.50     --    Copy of Lease  Agreement  for office space in  Charlotte,  North
                Carolina (x)

10.51     --    Copy of  Contract  Number  DADA15-96-C-0009  as  awarded  to IVF
                America by the Department of the Army,  Walter Reed Army Medical
                Center for In Vitro Fertilization Laboratory Services (xi)

10.52     --    Agreement  and Plan of Merger By and  Among IVF  America,  Inc.,
                INMD Acquisition  Corp., The Climacteric  Clinic,  Inc., Midlife
                Centers  of  America,  Inc.,  Women's  Research  Centers,  Inc.,
                America   National   Menopause   Foundation,   Inc.  and  Morris
                Notelovitz (xii)

10.52 (a) --    Agreement dated September 1, 1998 By and Among Women's Medical &
                Diagnostic Center,  Inc.,  IntegraMed America,  Inc. and Florida
                Medical and Research Institute, P.A. (xxv)

10.53     --    Employment Agreement between Morris Notelovitz,  M.D., Ph.D. and
                IVF America, Inc., d/b/a IntegraMed America (xii)

10.54     --    Physician Employment Agreement between Morris Notelovitz,  M.D.,
                Ph.D., and INMD Acquisition Corp. ("IAC"), a Florida corporation
                and wholly owned subsidiary of IVF America, Inc. ("INMD") (xii)

10.55     --    Management Agreement between IVF America, Inc., d/b/a IntegraMed
                America, Inc. and W.F. Howard, M.D., P.A. (xii)

10.56     --    Asset  Purchase  Agreement  between IVF  America,  Inc.,  d/b/a/
                IntegraMed America, Inc. and W.F. Howard M.D., P.A. (xii)

10.57     --    Business Purposes Promissory Note dated September 8, 1993 in the
                amount of $100,000 (xiii)

10.58     --    Business Purposes Promissory Note dated November 18, 1994 in the
                amount of $64,000 (xiii)

10.59      --   Guaranty Agreement (xiii)

10.60     --    Security Agreement (Equipment and Consumer Goods) (xiii)





10.61     --    Management  Agreement  dated  January 7, 1997 by and between the
                Registrant and Bay Area Fertility and Gynecology  Medical Group,
                Inc. (xiv)

10.61 (a) --    Amendment  No.  1 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group, Inc. (xxii)

10.61 (b) --    Amendment  No.  2 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group, Inc. (xxvii)

10.61 (c) --    Amendment  No.  3 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group, Inc. dated April 1, 2000 (xxxi)

10.61 (d) --    Amendment  No.  4 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group, P.C. (xxxx)

10.61 (e) --    Amendment  No.  5 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Bay Area  Fertility  and  Gynecology  Medical
                Group, P. C. (xxxx)

10.62     --    Asset  Purchase  Agreement  dated January 7, 1997 by and between
                the Registrant  and Bay Area  Fertility and  Gynecology  Medical
                Group, a California Partnership. (xiv)

10.63     --    Physician Employment Agreement between Robin E. Markle, M.D. and
                Women's Medical & Diagnostic Center, Inc. (xv)

10.64     --    Physician  Employment  Agreement between W. Banks Hinshaw,  Jr.,
                M.D. and Women's Medical & Diagnostic Center, Inc. (xv)

10.65     --    Agreement between  IntegraMed  America,  Inc., f/k/a IVF America
                Inc.;  Women's  Medical & Diagnostic  Center,  Inc.,  f/k/a INMD
                Acquisition Corp, and Morris Notelovitz, M.D. (xv)

10.66     --    Personal  Responsibility  Agreement between IntegraMed  America,
                Inc., Bay Area Fertility and Gynecology  Medical Group, Inc. and
                Donald I. Galen, M.D. (xv)

10.67     --    Personal  Responsibility  Agreement between IntegraMed  America,
                Inc., Bay Area Fertility and Gynecology  Medical Group, Inc. and
                Louis N. Weckstein, M.D. (xv)

10.68     --    Personal  Responsibility  Agreement between IntegraMed  America,
                Inc., Bay Area Fertility and Gynecology  Medical Group, Inc. and
                Arnold Jacobson, M.D. (xv)

10.69     --    Copy of Executive  Retention  Agreement  between  Registrant and
                Glenn G. Watkins (xv)

10.70     --    Management Agreement between Registrant and Fertility Centers of
                Illinois, S.C. dated February 28, 1997 (xvi)


10.71     --    Asset  Purchase   Agreement  between  Registrant  and  Fertility
                Centers of Illinois, S.C. dated February 28, 1997 (xvi)

10.72     --    Physician-Shareholder  Employment  Agreement  between  Fertility
                Centers of  Illinois,  S.C.  and Aaron S.  Lifchez,  M.D.  dated
                February 28, 1997 (xvi)

10.73     --    Physician-Shareholder  Employment  Agreement  between  Fertility
                Centers of Illinois,  S.C. and Brian Kaplan, M.D. dated February
                28,  1997  (xvi)  10.74  --   Physician-Shareholder   Employment
                Agreement  between  Fertility Centers of Illinois S.C. and Jacob
                Moise, M.D. dated February 28, 1997 (xvi)

10.75     --    Physician-Shareholder  Employment  Agreement  between  Fertility
                Centers of Illinois,  S.C. and Jorge Valle,  M.D. dated February
                28, 1997 (xvi)

10.76     --    Personal  Responsibility  Agreement among Registrant,  Fertility
                Centers of  Illinois,  S.C.  and Aaron S.  Lifchez,  M.D.  dated
                February 28, 1997 (xvi)

10.77     --    Personal  Responsibility  Agreement among Registrant,  Fertility
                Centers of Illinois,  S.C. and Jacob Moise,  M.D. dated February
                28, 1997 (xvi)

10.78     --    Personal  Responsibility  Agreement among Registrant,  Fertility
                Centers of Illinois,  S.C. and Brian Kaplan, M.D. dated February
                28, 1997 (xvi)

10.79     --    Personal  Responsibility  Agreement among Registrant,  Fertility
                Centers of Illinois,  S.C. and Jorge Valle,  M.D. dated February
                28, 1997 (xvi)

10.80     --    Amendment to Contract Number DADA15-96-C-009  between Registrant
                and the Department of the Army,  Walter Reed Army Medical Center
                for In Vitro  Fertilization  Laboratory  Services dated February
                11, 1997 (xvi)

10.80(a) --     Amendment Effective January 29, 1998 to Contract Number
                DADA 15-96-C-009 between INMD and the Department of the Army,
                Walter Reed Army Medical Center for In Vitro Fertilization
                Laboratory Services (xxii)

10.81     --    Management   Agreement   between   Registrant  and  Reproductive
                Sciences Medical Center, Inc. (xvii)

10.81 (a) --    Amendment  Dated July 11, 1997 to  Agreement  with  Reproductive
                Sciences Medical Center, Inc. (xxiv)

10.81 (b) --    Stipulation  of  Settlement  and  Compromise of all Claims Among
                IntegraMed  America,  Inc.  and  Reproductive  Sciences  Medical
                Center, Inc. and Samuel H. Wood, M.D. (xxv)

10.82     --    Asset Purchase  Agreement between Registrant and Samuel H. Wood,
                M.D., Ph.D. (xvii)

10.83     --    Personal Responsibility  Agreement between Registrant and Samual
                H. Wood, M.D., Ph.D. (xvii)

10.84     --    Physician-Shareholder  Employment Agreement between Reproductive
                Sciences  Medical Center,  Inc. and Samuel H. Wood,  M.D., Ph.D.
                (xvii)

10.85     --    Physician-Shareholder  Employment Agreement between Reproductive
                Endocrine & Fertility  Consultants,  P.A.  and Elwyn M.  Grimes,
                M.D. (xvii)

10.86     --    Amendment  to  Management   Agreement  between   Registrant  and
                Reproductive Endocrine & Fertility Consultants, P.A. (xvii)





10.87     --    Amendment  to  Management   Agreement  between   Registrant  and
                Fertility Centers of Illinois, S.C. dated May 2, 1997 (xvii)

10.88     --    Management   Agreement   between   Registrant  and  MPD  Medical
                Associates, P.C. dated June 2, 1997 (xvii)

10.88(a)  --    Amendment  to   Management   Agreement   between
                IntegraMed America, Inc. and MPD Medical Associates,  P.C. dated
                as of January 1, 1998 (xxiv)

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

10.88 (c) --    Amendment  No. 1 dated as of October  1, 2000 to the  Management
                Agreement  dated as of July 1,  1999 by and  between  IntegraMed
                America, Inc. and MPD Medical Associates, P.C. (xxxii)

10.88 (d) --    Amendment  No.  2 to  Management  Agreement  between  IntegraMed
                America, Inc. and MPD Medical Associates, P.C. dated December 3,
                2001. (lxiv)

10.89     --    Physician-Shareholder  Employment  Agreement between MPD Medical
                Associates P.C. and Gabriel San Roman, M.D. (xvii)

10.90     --    Amendment No. 2 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois, S.C. dated June 18, 1997 (xvii)

10.91     --    Commitment  Letter  dated June 30, 1997 between  Registrant  and
                First Union National Bank (xvii)

10.92     --    Amendment No. 3 to Management  Agreement between  Registrant and
                Fertility  Centers of  Illinois,  S.C.  dated  August  19,  1997
                (xviii)

10.93     --    Amendment No. 4 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois, S.C. dated January 9, 1998 (xx)

10.94     --    Investment  Agreement  between  Registrant  and  Morgan  Stanley
                Venture  Partners III, L.P..,  Morgan Stanley Venture  Investors
                III, L.P. and the Morgan Stanley Venture  Partners  Entrepreneur
                Fund, L.P. (xix)

10.95     --    Amendment No. 5 to Management  Agreement between  Registrant and
                Fertility Centers of Illinois, S.C. dated March 5, 1998 (xxi).

10.95 (a) --    Amendment  No.  6 to  Management  Agreement  between  IntegraMed
                America, Inc. and Fertility Centers of Illinois, S.C. dated July
                1, 1999 (xxiii)

10.95 (b)       Amendment  No.  7 to  Management  Agreement  between  IntegraMed
                America,  Inc. and  Fertility  Centers of Illinois,  P.C.  dated
                April 1, 2000. (xxxi)

10.95 (c) --    Amendment  No.  8 to  Management  Agreement  between  IntegraMed
                America, Inc. and Fertility Centers of Illinois, S.C. (xxxx)

10.96     --    Termination  Agreement by and among Women's Medical & Diagnostic
                Center,  Inc., W. Banks Hinshaw,  Jr., Ph.D., M.D., and Robin E.
                Markle, M.D.

10.97     --    Loan Agreement  between First Union National Bank and IntegraMed
                America, Inc. dated November 13, 1997.


10.98     --    Management  Agreement between IntegraMed  America,  Inc. and MPD
                Medical Associates (MA), P.C. dated October 1, 1997 (xxi)

10.98 (a) --    Amendment  No.  1 to  Management  Agreement  between  IntegraMed
                America,  Inc. and MPD Medical Associates (MA) P.C. and Patricia
                M. McShane, M.D. dated November 11, 1998 (xxvi)

10.98 (b) --    Service  Agreement  between  IntegraMed  America,  Inc.  and MPD
                Medical Associates (MA) P.C. dated May 25, 2001. (xxxvii)

10.98 (c) --    Amendment No. 1 to Service Agreement between IntegraMed America,
                Inc. and MPD Medical Associates (MA), P.C. dated March 5, 2002.
                (lxiv)

10.99     --    Physician-Shareholder  Employment  Agreement between MPD Medical
                Associates (MA), P.C. and Patricia  McShane,  M.D. dated October
                1, 1997 (xxi)

10.100    --    Asset  Purchase  and  Sale  Agreement  by and  among  IntegraMed
                America, Inc. and Fertility Centers of Illinois,  S.C., Advocate
                Medical Group, S.C. and Advocate MSO, Inc. dated January 9, 1998
                (xxi)

10.101    --    Physician  Employment  Agreement  between  Fertility  Centers of
                Illinois,  S.C. and Laurence A. Jacobs,  M.D.  dated  January 9,
                1998 (xxi)

10.102    --    Physician  Employment  Agreement  between  Fertility  Centers of
                Illinois, S.C. and John J. Rapisarda, M.D. dated January 9, 1998
                (xxi)

10.103    --    Personal  Responsibility  Agreement  entered  into by and  among
                IntegraMed America,  Inc.,  Fertility Centers of Illinois,  S.C.
                and John J. Rapisarda, M.D. dated January 9, 1998 (xxi)

10.104    --    Personal  Responsibility  Agreement  entered  into by and  among
                IntegraMed America,  Inc.,  Fertility Centers of Illinois,  S.C.
                and Laurence A. Jacobs, M.D. dated January 9, 1998 (xxi)

10.105    --    Management Agreement between Shady Grove Fertility Centers, P.C.
                and Levy, Sagoskin and Stillman, M.D., P.C. dated March 11, 1998
                (xxi)

10.105 (a)--    Amendment  No. 1 to  Management  Agreement  between  Shady Grove
                Fertility  Centers,  Inc. and Levy Sagoskin and Stillman,  M.D.,
                P.C (xxii)

10.105 (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 (xxvi)

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


10.105 (d)--    Amendment  No.  4 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                dated April 1, 2000. (xxxi)

10.105 (e)--    Amendment  No.  5 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                (xxxx)





10.105 (f)--    Amendment  No.  6 to  Management  Agreement  between  IntegraMed
                America,  Inc. and Shady Grove Reproductive Science Center, P.C.
                (xxxx)

10.106    --    Submanagement  Agreement between Shady Grove Fertility  Centers,
                Inc. and IntegraMed America, Inc. dated March 12, 1998 (xxi)

10.107    --    Stock Purchase and Sale Agreement among IntegraMed America, Inc.
                and Michael J. Levy, M.D.,  Robert J. Stillman,  M.D. and Arthur
                W. Sagoskin, M.D. dated March 12, 1998 (xxi)

10.108    --    Personal  Responsibility   Agreement  by  and  among  IntegraMed
                America, Inc. and Arthur W. Sagoskin,  M.D. dated March 12, 1998
                (xxi)

10.109    --    Personal  Responsibility   Agreement  by  and  among  IntegraMed
                America,  Inc.  and Michael J. Levy,  M.D.  dated March 12, 1998
                (xxi)

10.110    --    Physician-Stockholder   Employment   Agreement   between   Levy,
                Sagoskin and  Stillman,  M.D.,  P.C.  and Michael J. Levy,  M.D.
                dated March 11, 1998 (xxi)

10.111    --    Physician-Stockholder   Employment   Agreement   between   Levy,
                Sagoskin and Stillman,  M.D., P.C. and Arthur W. Sagoskin,  M.D.
                dated March 11, 1998 (xxi)

10.112    --    Physician-Stockholder   Employment   Agreement   between   Levy,
                Sagoskin and Stillman,  M.D., P.C. and Robert J. Stillman,  M.D.
                dated March 11, 1998 (xxi)

10.113    --    Commitment letter with Fleet Bank, National Association (xxiv)

10.113 (a)--    Loan  Agreement  dated  September  11, 1998  between  IntegraMed
                America, Inc. and Fleet Bank, National Association (xxv)

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

10.113 (c)--    Amendment  Number One to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association. (xxx)

10.113 (d)--    Amendment  Number Two to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association. (xxx)

10.113 (e)--    Amendment  Number Three to Loan  Agreement  dated  September 11,
                1998 between IntegraMed  America,  Inc. and Fleet Bank, National
                Association. (xxxvi)

10.113 (f)--    Amendment Number Four to Loan Agreement dated September 11, 1998
                between  IntegraMed  America,  Inc.  and  Fleet  Bank,  National
                Association. (xxxvi)

10.113 (g)--    Amended and Restated  Loan  Agreement  dated as of September 28,
                2001 between IntegraMed  America,  Inc. and Fleet National Bank.
                (xxxx)

10.113 (h)--    Amendment  to  Amended  and  Restated  Loan  Agreement   between
                IntegraMed America, Inc. and Fleet National Bank dated September
                20, 2002 (liv)


10.114    --    Management Agreement Among IntegraMed  Pharmaceutical  Services,
                Inc., IVP  Pharmaceutical  Care,  Inc., and IntegraMed  America,
                Inc. (xxvii)

10.114(a) --    Service  Agreement  among  IntegraMed  Pharmaceutical  Services,
                Inc., ivpcare,  Inc. and IntegraMed America,  Inc. dated January
                16, 2002.  (lxiv)

10.115    --    Management Agreement between IntegraMed America,  Inc. and David
                R. Corley, M.D., P.C. dated July 1, 1999 (xxviii)

10115 (a) --    Personal Responsibility  Agreement among Registrant and David R.
                Corley, M.D. (xxviii)

10.116    --    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. (xxviii)

10.117    --    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  Canet,  Peter  Cucchiara,  Jay
                Higham,  John Hlywak,  Jr., Claude E. White, and Donald S. Wood,
                Ph.D. (xxxi)

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

10.118 (a) --   Amendment No. 1 to Service Agreement between IntegraMed America,
                Inc.  and  Northwest  Center for  Infertility  and  Reproductive
                Endocrinology dated June 14, 2002. (liv)

10.118 (b) --   Amendment No. 2 to Service Agreement between IntegraMed America,
                Inc.  and  Northwest  Center for  Infertility  and  Reproductive
                Endocrinology dated November 1, 2002.

10.119     --  Copy of Registrant's 2000 Long Term Compensation Plan (l)


21         --   List of Subsidiaries

23.1       --   Consent of PricewaterhouseCoopers LLP



99.1     Registrant's Press Release dated November 1, 2000. (xxxiii)

99.2     Registrant's Press Release dated December 13, 2000 (xxxiv)

99.3     Registrant's Press Release dated January 26, 2001. (xxxv)

99.4     Registrant's Press Release dated May 2, 2001 (xxxviii)

99.5     Registrant's Press Release dated August 1, 2001 (xxxix)

99.6     Registrant's Press Release dated November 1, 2001 (xxxxi)

99.7     Registrant's Press Release dated November 30, 2001 (xxxxii)

99.8     Registrant's Press Release dated January 29, 2002 (xxxxiii)

99.9     Registrant's Press Release dated February 14, 2002 (xxxxiv)

99.10    Registrant's Press Release dated February 21, 2002 (xxxxv)




99.11    Registrant's Press Release dated March 25, 2002 (xxxxvii)

99.12    Registrant's Press Release dated May 2, 2002 (xxxxviii)

99.13    Registrant's Press Release dated May 9, 2002 (xxxxix)

99.14    Registrant's Press Release dated June 18, 2002 (li)

99.15    Registrant's Press Release dated July 25, 2002 (lii)

99.16    Registrant's Press Release dated July 20, 2002 (liii)

99.17    CEO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes Oxley Act of 2002 (l)

99.18    CFO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes Oxley Act of 2002 (l)

99.19    Registrant's Press Release dated October 25, 2002 (lv)

99.20    Registrant's Press Release dated October 30, 2002 (lvi)

99.21    CEO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes  Oxley Act of 2002 dated November 13, 2002
         (liv)

99.22    CFO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes  Oxley Act of 2002 dated November 13, 2002
         (liv)

99.23    Registrant's Press Release dated November 19, 2002 (lvii)

99.24    Registrant's Press Release dated November 27, 2002(lviii)

99.25    Registrant's Press Release dated December 11, 2002(lix)

99.26    Registrant's Press Release dated December 30, 2002(lx)

99.27    Registrant's Press Release dated February 19, 2003(lxi)

99.28    Registrant's Press Release dated March 17, 2003(lxii)

99.29    Registrant's Press Release dated March 24, 2003 (lxiii)

99.30    CEO Certification Pursuant to 18 U.S.C.ss.1350,  as Adopted Pursuant to
         Section 302 of the Sarbanes Oxley Act of 2002

99.31    CFO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 302 of the Sarbanes Oxley Act of 2002


99.32    CEO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes Oxley Act of 2002

99.33    CFO  Certification  Pursuant to 18 U.S.C.ss.1350 as Adopted Pursuant to
         Sections 906 of the Sarbanes Oxley Act of 2002

---------------------------------------------------------


(i)        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.

(ii)       Filed as Exhibit with identical exhibit number to Registrant's
           Statement on Form S-1 (Registration No. 33-60038) and incorporated
           herein by reference thereto.

(iii)      Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended March 31, 1994 and
           incorporated herein by reference thereto.

(iv)       Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended June 30, 1994 and
           incorporated herein by reference thereto.

(v)        Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended September 30, 1994
           and incorporated herein by reference thereto.

(vi)       Filed as  Exhibit  with  identical  exhibit  number  to  Registrant's
           Statement on Form 10-K for the year ended December 31, 1993.

(vii)      Filed as Exhibit with identical exhibit number to Registrant's
           Statement on Form S-4 (Registration No. 33-82038) and incorporated
           herein by reference thereto.

(viii)     Filed as Exhibit with identical exhibit number to Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1994.

(ix)       Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended June 30, 1995.

(x)        Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the year ended September 30, 1995.

(xi)       Filed as Exhibit with identical number to Registrant's Annual Report
           on Form 10-K for the year ended December 31, 1995.

(xii)      Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated June 20, 1996.





(xiii)     Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K/A dated August 20, 1996.

(xiv)      Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated January 20, 1997.

(xv)       Filed as Exhibit with identical exhibit number to Annual Report on
           Form 10-K for the year ended December 31, 1996.

(xvi)      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.

(xvii)     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.

(xviii)    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.

(xix)      Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated January 23, 1998.

(xx)       Filed as Exhibit with identical exhibit number to Schedule 13D dated
           February 11, 1998.

(xxi)      Filed as Exhibit with identical exhibit number to Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1997.

(xxii)     Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended March 31, 1998.

(xxiii)    Incorporated by reference to the Registrant's Definitive Proxy
           Statement filed on May 5, 1997.

(xxiv)     Filed as Exhibit with identical number to Registrant's Quarterly
           Report on form 10-Q for the period ended June 30, 1998.

(xxv)      Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended September 30, 1998.

(xxvi)     Filed as Exhibit with identical number to Registrant's Annual Report
           on Form 10-K for the year ended December 31, 1998.

(xxvii)    Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended March 31, 1999.

(xxviii)   Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended June 30, 1999.

(xxix)     Filed as Exhibit with identical number to Registrant's Quarterly
           Report on Form 10-Q for the period ended September 30, 1999.





(xxx)      Filed as Exhibit with identical number to Registrant's Annual Report
           on Form 10-K for the year ended December 31, 1999.

(xxxi)     Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended June 30, 2000.

(xxxii)    Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended September 30,
           2000.

(xxxiii)   Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated November 1, 2000.

(xxxiv)    Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated December 13, 2000.

(xxxv)     Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated January 26, 2001.

(xxxvi)    Filed as Exhibit with identical exhibit number to Registrant's Annual
           Report on Form 10-K for the year ended December 31, 2000.

(xxxvii)   Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended June 30, 2001.

(xxxviii)  Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated May 2, 2001

(xxxix)    Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated August 1, 2001.

(xxxx)     Filed as Exhibit with identical exhibit number to Registrant's
           Quarterly Report on Form 10-Q for the period ended September 30,
           2001.

(xxxxi)    Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated November 1, 2001.

(xxxxii)   Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated November 30, 2001.

(xxxxiii)  Filed as Exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated January 29, 2002.

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

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





(xxxxvi)   Filed as Exhibit  with  identical  number to  Registrant's  Quarterly
           Report on Form 10-Q for the period ended March 31, 2002

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

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

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

(l)        Filed as Exhibit  with  identical  number to  Registrant's  Quarterly
           Report on Form 10-Q for the period ended June 30, 2002

(li)       Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated June 19, 2002.

(lii)      Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated July 29, 2002.

(liii)     Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated July 31, 2002.

(liv)      Filed as Exhibit with identical number to Registrant's Quarterly
           Report on form 10Q for the period ended September 30, 2002.

(lv)       Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated October 28, 2002.

(lvi)      Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated October 31, 2002.

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

(lviii)    Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated November 27, 2002

(lix)      Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated December 13, 2002

(lx)       Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated December 31, 2002

(lxi)      Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated dated February 21, 2003

(lxii)     Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated March 18, 2003

(lxiii)    Filed as exhibit with identical exhibit number to Registrant's Report
           on Form 8-K dated March 25, 2003

(lxiv)     Filed as Exhibit with identical exhibit number to Registrant's Annual
           Report on Form 10-K for the year ended December 31, 2001.