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) August 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 5. Other Events On August 3, 2004, Pediatrix Medical Group, Inc. (the "Company") issued a press release ("Press Release") announcing that its Board of Directors authorized a new share repurchase program, pursuant to which the Company may purchase up to $50 million of its common stock based upon general economic and market conditions. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Item 9. Regulation FD Disclosure. The Company also announced in the Press Release that it increased its earnings per share guidance for the third and fourth quarters of 2004. Item 12. Results of Operations and Financial Condition. The Company also announced in the Press Release its results of operations for the three and six month periods ended June 30, 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: August 3, 2004 By: /s/ Karl B. Wagner -------------------------- Karl B. Wagner Chief Financial Officer

EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated August 3, 2004.

                                                                    EXHIBIT 99.1

      Pediatrix Reports EPS of 99 Cents for 2004 Second Quarter,
     Increases Full-Year Guidance, New Share Repurchase Authorized

    FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Aug. 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 quarterly results from operations for the three months
ended June 30, 2004, and modified existing earnings guidance.
    Pediatrix also announced today that its Board of Directors has
authorized the repurchase of an additional $50 million of the
Company's common stock.
    Highlights for the three months ended June 30, 2004 include
record:

    --  Earnings per share of 99 cents, up 21 percent from the
        comparable period of 2003;

    --  Revenue of $152.2 million, an increase of 14 percent over the
        prior-year period;

    --  Operating income of $40.4 million, up 25 percent; operating
        margin expanded by 230 basis points, to 26.5 percent; and

    --  Quarterly net income of $25.2 million, an increase of 27
        percent over the prior-year period of 2003.

    "Our continued strong operating results demonstrate that we remain
on course in our strategy to grow our core operations and to manage
those activities with increased efficiency," said Roger J. Medel,
M.D., Chief Executive Officer of Pediatrix Medical Group. "We are on
track to achieve our financial objectives, including contributions
from the acquisition of physician practices that seek to join our
proven national group model."
    Revenue of $152.2 million for the 2004 second quarter was up 14
percent from $133.7 million for the 2003 comparable period. Revenue
growth reflects contributions from acquisitions completed during the
past year, as well as same-unit growth of 4.6 percent. Same-unit
revenue growth includes higher neonatal intensive care unit (NICU)
patient volume of 2.0 percent for the 2004 second quarter.
    Income from operations was $40.4 million for the 2004 second
quarter, up 25 percent from $32.4 million for the comparable period of
2003. Operating margin increased by 230 basis points to 26.5 percent
for the 2004 second quarter as a result of efficiencies at both the
practice and general and administrative levels.
    Net income grew by 27 percent, to $25.2 million for the three
months ended June 30, 2004, from $19.9 million for the comparable 2003
period. For the 2004 second quarter Pediatrix earned 99 cents per
share, based on a weighted average 25.5 million shares outstanding, up
21 percent from earnings of 82 cents per share based on a weighted
average 24.3 million shares outstanding for the 2003 second quarter.
    Pediatrix had cash flow from operations of $41.2 million for the
three months ended June 30, 2004. During the quarter, the Company used
$30 million of its cash to acquire physician group practices, and
$23.2 million to repurchase approximately 348,000 shares under a $50
million share repurchase program that was authorized in late May.
Since the end of the 2004 second quarter, Pediatrix has completed that
share repurchase program, a total of approximately 744,000 shares of
its common stock.
    At June 30, 2004, Pediatrix had cash and cash equivalents of $19.7
million, total debt of less than $2 million and no balance outstanding
under its revolving line of credit.
    During the 2004 second quarter, Pediatrix acquired neonatal
physician group practices in Lafayette, Louisiana, Torrance,
California, and Columbus, Ohio, as well as a maternal-fetal medicine
physician group in Atlanta, Georgia, and a pediatric intensive care
physician group in Tacoma, Washington. For all of 2004, Pediatrix has
invested $38.7 million in cash to acquire seven physician group
practices.
    For the six months ended June 30, 2004, as compared to the same
period of 2003, Pediatrix's net revenue increased by 16 percent to
$300.3 million, operating income of $74.5 million was up 24 percent,
and net income increased 26 percent to $46.6 million. Earnings per
share of $1.84, based on a weighted average 25.3 million shares
outstanding, were up 23 percent over the prior year period.
    Pediatrix expects that the share repurchases completed last month
will positively impact earnings per share for the remainder of the
year. Pediatrix believes that its earnings per share will be in a
range from $1.11 to $1.13 each for the 2004 third and fourth quarters,
and a range of $4.06 to $4.10 for all of 2004.
    The share repurchase program announced this morning is effective
immediately and allows the Company to make open market purchases from
time-to-time based on general economic and market conditions.
Pediatrix has not included any possible impact of this share
repurchase program into its current earnings guidance. Since June
2002, Pediatrix has used $200 million of its cash to repurchase its
common stock through four separately authorized programs.

    Investor Conference Call

    At 10 a.m. Eastern Time today, Pediatrix Medical Group, Inc., will
host an investor conference call to discuss the quarterly results,
operations review and earnings guidance. The conference call webcast
may be accessed from the Company's website, http://www.pediatrix.com.
A telephone replay of the conference call will be available from 2
p.m. EDT today through midnight EDT August 10, 2004 by dialing
800-475-6701, access code 738967. The replay will also be available at
http://www.pediatrix.com.

    About Pediatrix

    Pediatrix was founded in 1979. Pediatrix physicians and advanced
nurse practitioners 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. Pediatrix provides services
at more than 200 neonatal intensive care units, and through Obstetrix,
provides maternal-fetal subspecialty services in many markets where
Pediatrix provides patient services. Combined, Pediatrix and its
affiliated professional corporations employ more than 700 physicians
in 31 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 http://www.pediatrix.com.

    Certain statements and information in this press release may be
deemed to be "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to our objectives, plans and strategies, and all
statements (other than statements of historical facts) that address
activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are
forward-looking statements. These statements are often characterized
by terminology such as "believe", "hope", "may", "anticipate",
"should", "intend", "plan", "will", "expect", "estimate", "project",
"positioned", "strategy" and similar expressions, and 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 they
believe to be appropriate. Any forward-looking statements in this
press release are made as of the date hereof, and Pediatrix undertakes
no duty to update or revise any such statements, 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. Important factors that could cause actual
results, developments, and business decisions to differ materially
from forward-looking statements are described in Pediatrix's most
recent Annual Report on Form 10-K, including the section entitled
"Risk Factors".


                    Pediatrix Medical Group, Inc.
                  Consolidated Statements of Income
                             (Unaudited)

                                  Three months ended  Six months ended
                                       June 30,          June 30,
                                    2004     2003     2004     2003
                                  -------- -------- -------- --------
                                       (in thousands, except for
                                            per share data)
                                  -----------------------------------

Net patient service revenue       $152,187 $133,701 $300,303 $259,901
                                  -------- -------- -------- --------
Operating expenses:
 Practice salaries and benefits     83,881   75,648  170,356  150,264
 Practice supplies and other
  operating expenses                 5,960    4,718   11,311    8,783
 General and administrative
  expenses                          19,606   19,006   39,453   37,307
 Depreciation and amortization       2,337    1,903    4,700    3,553
                                  -------- -------- -------- --------

 Total operating expenses          111,784  101,275  225,820  199,907
                                  -------- -------- -------- --------

Income from operations              40,403   32,426   74,483   59,994
                                  -------- -------- -------- --------

Investment income                      112       81      258      220
Interest expense                      (300)    (435)    (556)    (725)
                                  -------- -------- -------- --------

 Income before income taxes         40,215   32,072   74,185   59,489
Income tax provision               (14,980) (12,187) (27,634) (22,605)
                                  -------- -------- -------- --------

Net income                         $25,235  $19,885  $46,551  $36,884
                                  ======== ======== ======== ========

Per share data:
 Net income per common and common
  equivalent share (diluted)         $0.99    $0.82    $1.84    $1.49

 Weighted average shares used in
  computing net income per common
  and common equivalent share
  (diluted)                         25,457   24,327   25,278   24,705



                       Balance Sheet Highlights
                       ------------------------
                                                    As of      As of
                                                   June 30,   Dec. 31,
                                                    2004       2003
                                                ----------   ---------
                                                (unaudited)
                                                     (in thousands)
Assets:
Cash and cash equivalents                          $19,719    $27,896
Accounts receivable, net                           100,345     94,213
Other current assets                                22,528     23,448
Other assets                                       609,754    572,037
                                                 ----------  ---------
Total assets                                      $752,346   $717,594
                                                 ==========  =========

Liabilities and shareholders' equity:
Accounts payable and accrued expenses             $ 91,963  $ 111,974
Total debt                                           1,933      1,864
Other liabilities                                   27,322     31,378
                                                 ----------  ---------
Total liabilities                                  121,218    145,216
Shareholders' equity                               631,128    572,378
                                                 ----------  ---------
Total liabilities and shareholders' equity
                                                 $ 752,346  $ 717,594
                                                 ==========  =========

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