FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MILLER FREDERICK V

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/11/2008 

3. Issuer Name and Ticker or Trading Symbol

PEDIATRIX MEDICAL GROUP INC [PDX]

(Last)        (First)        (Middle)

1301 CONCORD TERRACE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President, Pediatrix Division /

(Street)

SUNRISE, FL 33323-2825       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

8/21/2008 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   5833   (1) (2) D    
Common Stock   30187   (1) D    
Common Stock   32965   (3) (1) D    
Common Stock   34146   (1) (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy)     (5) 2/10/2013   Common Stock   6800   (5) $15.1   D    
Stock Options (Right to buy)     (6) 2/5/2014   Common Stock   26434   (6) $32.63   D    
Stock Options (Right to buy)     (7) 6/1/2016   Common Stock   10625   (7) $44.7   D    
Stock Options (Right to buy)     (8) 6/2/2018   Common Stock   17500   (8) $55.43   D    
Stock Options (Right to buy)     (9) 6/1/2017   Common Stock   12500   (9) $57.09   D    

Explanation of Responses:
( 1)  Form 3 inadvertently contained selection "include non-derivative balances", which resulted in the aggregation of securities in "Amount of Securities Beneficially Owned" of Table 1.
( 2)  Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009, 2010 and 2011.
( 3)  Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest in equal installments on June 1, 2009 and June 1, 2010.
( 4)  Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009.
( 5)  Stock Options granted under Issuer's Amended and Restated Stock Option Plan and were exercisable in full on February 10, 2006.
( 6)  Stock Options granted under Issuer's Amended and Restated Stock Option Plan and were exercisable in full on February 5, 2007.
( 7)  Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 7,083 of which were exercisable in full on June 1, 2008 and the remainder of which become exercisable on June 1, 2009.
( 8)  Stock Options granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, 2010 and 2011.
( 9)  Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 4,167 of which became exercisable on June 1, 2008 and the remainder becomes exercisable in equal installments on June 1, 2009 and June 1, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER FREDERICK V
1301 CONCORD TERRACE
SUNRISE, FL 33323-2825

President, Pediatrix Division

Signatures
FREDERICKVMILLER, M.D. 8/25/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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