As filed with the Securities and Exchange Commission on May 16, 2008

                                                 Registration No. 333 -

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            IntegraMed America, Inc.
             (Exact name of registrant as specified in its charter)

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

                             Two Manhattanville Road
                         Purchase, New York, 10577-2100
                    (Address of Principal Executive Offices)

            IntegraMed America, Inc. 2007 Long-Term Compensation Plan

                            (Full title of the plan)
                               Claude White, Esq.
                       Vice President and General Counsel
                             Two Manhattanville Road
                          Purchase, New York 10577-2100
                     (Name and Address of Agent for Service)

                                 (914) 251-4142
          (Telephone Number, including area code, of agent for service)

                                 with copies to:
                              Steven Khadavi, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                               New York, NY 10177
                                 (212) 415-9376

                         CALCULATION OF REGISTRATION FEE



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Title of securities to be        Amount to         Proposed maximum offering       Proposed maximum aggregate        Amount of
registered                    be registered(1)          price per share                  offering price          registration fee
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Common Stock,                     500,000                 US$9.34(2)                      US$4,670,000               US$183.53
$.01 par value
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(1)   Pursuant to Rule 416(a) of the  Securities  Act of 1933 this  Registration
      Statement  also covers any  additional  securities  that may be offered or
      issued to prevent dilution resulting from stock splits, stock dividends or
      similar transactions in accordance with the provisions of the Plan.

(2)   Estimated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
      calculating  the  registration  fee. The price shown is the average of the
      high and low prices of the  Registrant's  Common  Stock on May 13, 2008 as
      reported on the NASDAQ Global Market.

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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The  following  documents,  which  have been filed  with the  Commission  by the
Registrant,  are incorporated by reference in this Registration Statement, as of
their respective dates:

(a) the  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 2007 filed on March 14, 2008 (File No. 0-20260);

(b) the  Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
ended March 31, 2008 filed on May 9, 2008 (File No. 0-20260); and

(c) the  description  of the  Registrant's  Common  Stock,  $0.01 par value,  as
contained in its Registration  Statement on Form S-1 (No. 333-26551),  initially
filed with the  Commission  on May 6, 1997,  including  any  amendment or report
filed for the purpose of updating such information.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act  subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which  deregisters  all securities  remaining  unsold shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
respective dates of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Article VII of the Company's  Amended and Restated  Certificate of Incorporation
provides that the Company shall to the fullest  extent  permitted by Section 145
of the  Delaware  General  Corporation  Law (the "DGCL")  indemnify  any and all
persons  whom it shall  have power to  indemnify  under  said  Section  from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said Section.  Article VII also provides that no director shall be
personally  liable to the Company or its  stockholders  for any monetary damages
for breach of  fiduciary  duty as a director;  provided,  however,  that nothing
contained in such article  shall  eliminate  the liability of a director (i) for
any  breach  of  such   director's  duty  of  loyalty  to  the  Company  or  its
stockholders,  (ii) for acts or omissions  that are not in good faith or involve
intentional  misconduct or a knowing  violation of the law,  (iii) under Section
174 of the DGCL, or (iv) for any transaction from which such director derived an
improper personal benefit.

Article VII of the Company's By-laws, as amended,  and the Company's  Directors'
and Officers'  Liability  Insurance  Policy provide for  indemnification  of the
directors and officers of the Company against certain liabilities.

Section 145 of the DGCL empowers a  corporation  to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she



reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

Section 145 also empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall  determine  that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity,  for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

Section 145 further provides that to the extent a director, officer, employee or
agent of a corporation has been successful in the defense of any action, suit or
proceeding  referred  to above or in the  defense of any claim,  issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees)  actually and reasonably  incurred by him or her in connection  therewith,
that  indemnification  provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that the
corporation  is empowered  to purchase  and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee or agent of the corporation
against  any  liability  asserted  against  him or her in any such  capacity  or
arising out of his or her status as such,  whether or not the corporation  would
have the power to indemnify him or her against such liability under Section 145.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 Exhibit Number                     Exhibit
 --------------                     -------
        5.1         Opinion of Dorsey & Whitney LLP

       23.1         Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
                    hereto)

       23.2         Consent of Amper, Politziner & Matia, P.C.

       24.1         Power of Attorney (included in the signature pages hereto)

Item 9.  Undertakings.

      (a) The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum



aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement; and

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference  in the  Registration
Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Purchase, state of New York, on this 13th day of May,
2008.

         INTEGRAMED AMERICA, INC.
         (Registrant)


         By: /s/ Jay Higham
            ---------------------------------
         Name:  Jay Higham
         Title: Chief Executive Officer

                                POWER OF ATTORNEY

Each person whose  signature  appears  below hereby  severally  constitutes  and
appoints  Jay  Higham  and  Claude  E.  White,  or  either  of them,  his or her
attorney-in-fact,  with the power of substitution, for him or her in any and all
capacities,  to sign any amendments to this registration statement,  and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.



           Signature                                      Title                               Date
                                                                                   
/s/ Jay Higham
------------------------------    President, Chief Executive Officer and Director        May 13, 2008
Jay Higham                        (Principal Executive Officer)

/s/ John W. Hlywak, Jr.
------------------------------    Executive Vice President and Chief Financial Officer   May 13, 2008
John W. Hlywak, Jr.               (Principal Financial and Accounting Officer)

/s/ Kush K. Agarwal
------------------------------    Director                                               May 13, 2008
Kush K. Agarwal

/s/ Gerardo Canet
------------------------------    Director                                               May 13, 2008
Gerardo Canet

/s/ Sarason D. Liebler
------------------------------    Director                                               May 13, 2008
Sarason D. Liebler

/s/ Wayne R. Moon
------------------------------    Director                                               May 13, 2008
Wayne R. Moon

/s/ Elizabeth E. Tallett
------------------------------    Director                                               May 13, 2008
Elizabeth E. Tallett

/s/ Lawrence J. Stuesser
------------------------------    Director                                               May 13, 2008
Lawrence J. Stuesser

/s/ Yvonne S. Thornton, M.D.
------------------------------    Director                                               May 13, 2008
Yvonne S. Thornton, M.D.




EXHIBIT INDEX

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

        5.1         Opinion of Dorsey & Whitney LLP

       23.1         Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
                    hereto)

       23.2         Consent of Amper, Politziner & Matia, P.C.

       24.1         Power of Attorney (included in the signature pages hereto)