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


                                    FORM 8-K


                                 CURRENT REPORT


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


                Date of Report (Date of earliest event reported):
                                February 3, 2004
                                ________________



                          PEDIATRIX MEDICAL GROUP, INC.
              ____________________________________________________
             (Exact name of registrant as specified in its charter)



          FLORIDA                     0-26762               65-0271219
          _______                     _______               __________
(State or other jurisdiction        (Commission           (IRS Employer
      of incorporation)             File Number)        Identification No.)




                              1301 Concord Terrace
                           Sunrise, Florida 33323-2825
           __________________________________________________________
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (954) 384-0175
                                                           ______________


          (Former Name or Former Address, if Changed Since Last Report)


Item 12. Information Furnished Under Item 12 (Results of Operations and Financial Condition) On February 3, 2004, Pediatrix Medical Group, Inc. issued a press release announcing its results of operations for the three months and 12 months ended December 31, 2003 and expanding previously-issued 2004 earnings guidance to include a breakdown of earnings per share by quarter, as well as estimated cash flow from operations for 2004. The press release is attached as an exhibit hereto and is incorporated herein by reference. (c). Exhibits 99.1 Press Release of Pediatrix Medical Group, Inc., dated February 3, 2004.

SIGNATURES 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 hereunto duly authorized. PEDIATRIX MEDICAL GROUP, INC. Date: February 3, 2003 By: /s/ Karl B. Wagner ______________________________ Karl B. Wagner Chief Financial Officer

EXHIBIT INDEX _____________ EXHIBIT NO. DESCRIPTION ___________ ___________ 99.1 Press Release dated February 3, 2004.

                                                                   Exhibit 99.1

        Pediatrix Reports 2003 Fourth Quarter EPS of 97 Cents;
                  Introduces 2004 Quarterly Guidance

   FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Feb. 3, 2004--Pediatrix
Medical Group, Inc. (NYSE:PDX), the nation's largest provider of
physician services focused on newborn and maternal-fetal care, today
reported record revenue, operating income and net income, as well as
expanded operating margins for both the three months and year ended
December 31, 2003.

   Highlights for the three months ended December 31, 2003, include:

   --  Earnings per share of 97 cents, up 33 percent from the
        comparable prior period;

   --  Revenue of $145.8 million, an increase of 22 percent, with
        strong same-unit revenue growth of 13.6 percent;

   --  Operating income of $38.7 million, up 26 percent from the
        comparable prior period, with margins expanding by more than
        80 basis points;

   --  Net income of $24.0 million, an increase of 26 percent; and

   --  Cash flow from operations of $38.2 million, up 25 percent.

   "By every measure, this was a very solid quarter that was part of
an exceptional year for our national group practice," said Roger J.
Medel, M.D., President and Chief Executive Officer of Pediatrix
Medical Group, Inc. "During 2003 we identified new growth
opportunities while remaining focused on managing our core newborn and
maternal-fetal care operations. We added pediatric intensive and
pediatric cardiology practices to our physician services platform and
newborn metabolic screening to our existing newborn screening
services. At the same time, we grew our existing operations with new
neonatal hospital contracts and strong same-unit growth. We remain
confident in our ability to execute our growth strategy."
   For the 2003 fourth quarter, net patient service revenue was
$145.8 million, up 22 percent from $119.5 million for the prior-year
period. Same-unit neonatal intensive care unit (NICU) patient volume
grew by 2.3 percent, which was one of several factors contributing to
strong overall same-unit revenue growth of 13.6 percent.
   Income from operations was $38.7 million for the 2003 fourth
quarter, up 26 percent from $30.7 million for the comparable period of
2002. Operating margin increased by 84 basis points to 26.5 percent
for the 2003 fourth quarter as a result of increased efficiencies at
the practice level.
   Net income for the three months ended December 31, 2003, was $24.0
million, an increase of 26 percent from $19.0 million for the
comparable period of 2002. On a per-share basis, Pediatrix earned 97
cents based on 24.7 million fully-diluted shares outstanding for the
2003 fourth quarter, as compared with 73 cents per share based on 26.1
million fully-diluted shares outstanding for the 2002 fourth quarter.
   During the 2003 fourth quarter, Pediatrix had cash flow from
operations of $38.2 million, which compares with $30.6 million for the
comparable period of 2002. During the 2003 fourth quarter, Pediatrix
used its cash to eliminate the balance outstanding on its revolving
credit facility, and invested $11.9 million to acquire two physician
group practices.
   For the year ended December 31, 2003, Pediatrix reported record
net patient service revenue of $551.2 million, an increase of 18
percent from $465.5 million for 2002. Net income increased by 23
percent to $84.3 million for the year ended December 31, 2003, from
$68.8 million in 2002. Earnings increased by 33 percent on a per share
basis to $3.43 per share based on 24.6 million fully-diluted shares
outstanding, from $2.58 per share based on a weighted average 26.6
million fully-diluted shares outstanding for 2002.
   Cash flow from operations for the year ended December 31, 2003,
was $118.0 million, up 21 percent from 2002. Pediatrix used $100
million of its cash during 2003 to repurchase shares of its common
stock on the open market.
   Pediatrix also invested $75.2 million to acquire physician group
practices, as well as the nation's largest independent laboratory
providing newborn metabolic screening services. During the year,
Pediatrix expanded beyond its core practice area, acquiring physician
groups specializing in pediatric intensive care and pediatric
cardiology, in addition to neonatal intensive care.
   Pediatrix had previously issued full-year 2004 earnings per share
guidance of $4.00 to $4.10. The Company's management offers the
following guidance for earnings per share, by quarter, as follows:

First Quarter                                           $0.84 to $0.86
- ----------------------------------------------------------------------
Second Quarter                                          $0.98 to $1.00
- ----------------------------------------------------------------------
Third Quarter                                           $1.09 to $1.12
- ----------------------------------------------------------------------
Fourth Quarter                                          $1.09 to $1.12
                                                        --------------
- ----------------------------------------------------------------------
                                                        $4.00 to $4.10
- ----------------------------------------------------------------------

   Pediatrix's management also expects that 2004 cash flow from
operations will exceed $130 million.

   Investor conference call

   Pediatrix Medical Group, Inc. will host an investor conference
call to discuss the quarterly results at 11 a.m. (EST) today. During
that call, members of Pediatrix's management team are expected to also
provide more specific quarterly earnings guidance for 2004. The
conference call Webcast may be accessed from the Company's website,
www.pediatrix.com. A telephone replay of the conference call will be
available from 2 p.m. Eastern Time today through midnight Eastern Time
February 10, 2004 by dialing 800-475-6701, access code 717885. The
replay will also be available at http://www.pediatrix.com .

   About Pediatrix

   Pediatrix was founded in 1979. Pediatrix physicians are reshaping
the delivery of maternal-fetal and newborn care, identifying best
demonstrated processes and participating in clinical research to
enhance patient outcomes and provide high-quality, cost-effective
care. Its neonatal physicians provide services at more than 200 NICUs,
and through Obstetrix, its perinatal physicians provide services in
many markets where Pediatrix's neonatal physicians practice. Pediatrix
also employs pediatric intensivists, pediatric hospitalists, and
pediatric cardiologists. Combined, Pediatrix and its affiliated
professional corporations employ more than 690 physicians in 30 states
and Puerto Rico. Pediatrix is also the nation's largest provider of
newborn hearing screens and newborn metabolic screening. Additional
information is available at www.pediatrix.com.

   Matters discussed in this release may include forward-looking
statements within the meaning of the Federal securities laws. Such
forward-looking statements may include, but are not limited to,
statements relating to Pediatrix's objectives, plans and strategies,
and all statements (other than statements of historical facts) that
address activities, events or developments that Pediatrix intends,
expects, projects, believes or anticipates will or may occur in the
future are forward-looking statements. Such statements are often
characterized by terminology such as "believe", "hope", "may",
"anticipate", "should", "intend", "plan", "will", "expect",
"estimate", "project", "positioned", "strategy" and similar
expressions.
   These statements are based on assumptions and assessments made by
Pediatrix's management in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors believed to be appropriate. Any
forward-looking statement is made as of the date hereof. We disclaim
any duty to update or revise any such statement, whether as a result
of new information, future events or otherwise. Forward-looking
statements are not guarantees of future performance and are subject to
risks and uncertainties that could cause actual results, developments
and business decisions to differ materially from those contemplated by
such forward-looking statements.
   Some of the factors that may cause actual results, developments
and business decisions to differ materially from those projected or
anticipated by such forward-looking statements, as more fully
discussed under the section entitled "Risk Factors" in Pediatrix's
most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission, include, pending and future investigations by
federal and state government authorities of Pediatrix's billing or
other practices (including the previously disclosed investigations
regarding Pediatrix's Medicaid billing practices and an investigation
by the Federal Trade Commission); unfavorable regulatory or other
changes or conditions in geographic areas where Pediatrix's operations
are concentrated; determinations that Pediatrix failed to comply with
applicable health care laws and regulations, limitations, reductions
or retroactive adjustments reimbursement amounts or rates by
government-sponsored health care programs; audits by third party
payors with respect to Pediatrix's billings for services; failure of
physicians affiliated with us to appropriately record and document the
services that they provide; Pediatrix's failure to find suitable
acquisition candidates or successfully integrate any future or recent
acquisitions; Pediatrix's failure to successfully implement
Pediatrix's strategy of diversifying its operations; impairment of
long-lived assets, such as goodwill; federal and state health care
reform, including changes in the interpretation of
government-sponsored health care programs; Pediatrix's failure to
successfully recruit additional and retain existing qualified
physicians; pending and future malpractice and other lawsuits;
Pediatrix's failure to manage growth effectively and to maintain
effective and efficient information systems; Pediatrix's failure to
collect reimbursements from third party payors in a timely manner;
cancellation or non-renewal of Pediatrix's arrangements with
hospitals, or renewal of such arrangements on less favorable terms;
loss of Pediatrix's affiliated physicians' privileges or ability to
provide services in hospitals, or hospitals entering into arrangements
with physicians not affiliated with Pediatrix; and increased
competition in the health care industry.
   All information in this release is as of February 3, 2004. The
Company undertakes no duty to update any forward-looking statement to
conform the statement to actual results or changes in the Company's
expectations.

                    Pediatrix Medical Group, Inc.
                  Consolidated Statements of Income

                                 Three months ended  12 months ended
                                     December 31,      December  31,
                                    2003     2002     2003     2002
                                  ------------------------------------
                                     (Unaudited)
                                       (in thousands, except for
                                            per share data)
                                  ------------------------------------

Net patient service revenue       $145,782 $119,474 $551,197 $465,481
                                  ------------------------------------
Operating expenses:
Practice salaries and benefits      80,318   67,216  310,778  263,165
Practice supplies and other
 operating expenses                  5,027    4,351   18,588   15,791
General and administrative
 expenses                           19,387   15,520   76,537   68,315
Depreciation and amortization        2,357    1,687    8,405    6,135
                                  ------------------------------------

Total operating expenses           107,089   88,774  414,308  353,406
                                  ------------------------------------

Income from operations              38,693   30,700  136,889  112,075
                                  ------------------------------------

Investment income                      186      223      482      818
Interest expense                      (230)    (299)  (1,372)  (1,156)
                                  ------------------------------------

Income before income taxes          38,649   30,624  135,999  111,737
Income tax provision               (14,678) (11,637) (51,671) (42,961)
                                  ------------------------------------

Net income                         $23,971  $18,987  $84,328  $68,776
                                  ====================================

Per share data:
Net income per common and common
 equivalent share (diluted)           0.97     0.73     3.43     2.58

Weighted average shares used in
 computing net income per common
 and common equivalent share
 (diluted)                          24,677   26,119   24,577   26,629


                       Balance Sheet Highlights
                                                   As of      As of
                                                  Dec. 31,   Dec. 31,
                                                   2003       2002
                                                ----------------------
                                                    (in thousands)
Assets:
Cash & cash equivalents                            $27,896    $73,195
Accounts receivable, net                            94,213     75,356
Other current assets                                23,448     12,804
Other assets, property and equipment
                                                   572,037    487,324
Total assets                                      $717,594   $648,679
                                                ======================

Liabilities and shareholders' equity:
Accounts payable & accrued expenses              $ 111,974   $ 76,400
Total debt                                           1,864      2,489
Other liabilities                                   31,378     21,792
                                                ----------------------
Total liabilities                                  145,216    100,681
Shareholders' equity                               572,378    547,998
Total liabilities and shareholders' equity       $ 717,594  $ 648,679
                                                ======================

                         Other Operating Data
                                                     12 months ended
                                                       December 31,
                                                      2003      2002
                                                    ------------------
Number of:
Births                                                522,612 501,832
NICU Admissions                                        57,239  55,121
NICU Patient days                                   1,087,753 983,733

    CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
             Investor Relations:
             Bob Kneeley, 954/384-0175 Ext. 5300
             bob_kneeley@pediatrix.com