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) May 4, 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.      Results of Operations and Financial Condition

On May 4, 2004, Pediatrix Medical Group, Inc. issued a press release announcing
its results of operations for the three months ended March 31, 2004. A copy of
the press release is attached as Exhibit 99.1 and is incorporated herein by
reference.



                                   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:  May 4, 2004                            By:  /s/ Karl B. Wagner
                                                   -----------------------------
                                                   Karl B. Wagner
                                                   Chief Financial Officer



                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

99.1     Press Release dated May 4, 2004.