Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities and Exchange Act 1934

Date of Report (Date of earliest event reported):    January 24, 2006

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

                 (State of other jurisdiction of incorporation)

         0-20260                                     6-1150326
 (Commission File Numbers)              (IRS Employer Identification No.)

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

Registrant's telephone no. including area code: (914) 253-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

 --    Written  communication  pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

 --    Soliciting  material  pursuant to Rule 14a-12  under the Exchange Act (17
       CFR 240.14a-12)

 --    Pre-commencement  communication  pursuant  to  Rule  14d-2(b)  under  the
       Exchange Act (17 CFR 240.14d-2(b)

 --    Pre-commencement  communication  pursuant  to  Rule  13e-4(c)  under  the
       Exchange Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

         On January 24, 2006 the Board of  Directors of the  Registrant  elected
Dr. Yvonne S. Thornton and Mr. Jay Higham as  directors,  effective  January 24,
2006,  to serve until the next  annual  meeting of  shareholders  or until their
respective successors are duly elected and qualified. Dr. Thornton will serve on
the  Compensation  Committee and the Governance and Nominating  Committee of the
Board. Mr. Higham will not serve on any Board committees.

         Dr.  Thornton,  age  58,  is a  double  board-certified  specialist  in
obstetrics, gynecology and maternal-fetal medicine. Her present academic rank is
Professor of Clinical  Obstetrics and Gynecology at Cornell  University  (Weill)
Medical College and she is the former Vice-Chair of the Department of OB/GYN and
Director of  Maternal-Fetal  Medicine at Jamaica  Hospital Medical Center in New
York City.  Dr.  Thornton is a Diplomate of the American Board of Obstetrics and
Gynecology,  a Fellow of the American  College of Surgeons and an Oral  Examiner
for the American  Board of Obstetrics and  Gynecology.  She is the author of the
national   best-selling,    Pulitzer   prize-nominated   book   entitled,   "The
Ditchdigger's  Daughters." After graduating with honors from Monmouth College in
New Jersey,  she received her M.D.  degree with honors from Columbia  University
College of Physicians and Surgeons.  Dr. Thornton also has an Executive  Masters
(M.P.H) degree in Health Policy and Management from Columbia University.

         Mr. Higham, age 47, became President and Chief Executive Officer of the
Company  January 1, 2006.  From June 2004 to December 31, 2005,  Mr.  Higham was
President and Chief Operating Officer of the Company. In October 1994 Mr. Higham
joined the Company as Vice President of Marketing and Development and in January
1999,  was promoted to Senior Vice President of Marketing and  Development.  For
four years prior to joining the Company,  Mr. Higham held a variety of executive
positions,  the most current of which was as Vice  President  of Health  Systems
Development  for South  Shore  Hospital  and South  Shore  Health and  Education
Corporation  where he developed and implemented a strategy for integration  with
physician group practices and managed care payers. Mr. Higham earned an M.H.S.A.
from George Washington University.

Item 5.03.  Amendments to Articles of Incorporation or By-laws; Change in Fiscal

       Effective January 24, 2006, the Board of Directors of the Registrant to
amended the by-law to increase the number of directors from five to seven.
Additionally, on that same date, the Board of Directors amended the By-law
provisions describing the duties of the Chairman and the duties of the President
and Chief Executive Officer.

Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits

                  (d)      Exhibits

                           Exhibit No.      Description of Exhibit
                           -----------      ----------------------

                           3.3              Amended sections of By-laws


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  INTEGRAMED AMERICA, INC.

Date:    January 30, 2006      By:/s/Claude E. White  
                                  Claude E. White, Vice President &
                                  General Counsel