TO

              THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            INTEGRAMED AMERICA, INC.



         IntegraMed America, Inc., a Delaware corporation organized and existing
under the General Corporation Law of the State of Delaware (the  "Corporation"),
hereby certifies as follows:

         FIRST:   The name of the Corporation is IntegraMed America, Inc.

         SECOND: The Amended and Restated Certificate of Incorporation is hereby
amended to delete paragraph A of Article IV in its entirety and replace it with
a new paragraph A, to read as follows:


                                   "Article IV
                                  Capital Stock

                  A. The authorized capital stock of the Corporation shall
         consist of twenty million (20,000,000) shares consisting of fifteen
         million (15,000,000) shares of Common Stock, each having a par value of
         $.01 (the "Common Stock"), and five million (5,000,000) shares of
         Preferred Stock, each having a par value of $1.00 (the "Preferred
         Stock")."


         THIRD:  This  Amendment  has been duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
subscribed by its President and Chief Executive Officer, this 19th day of May,
2004.


IntegraMed America, Inc.


By:  /s/Gerardo Canet
     --------------------------------------
     Gerardo Canet
     President and Chief Executive Officer