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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Clark David A.
 2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2008		 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)
COO / Pediatrix Division
 5. If Amendment, Date Original Filed(Month/Day/Year)
08/21/2008
(Street)

SUNRISE, FL 33323-2825		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 9,514 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 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)   (3) 06/01/2016 Common Stock 10,416 (3) $ 44.7 D  
Stock Options (Right to buy)   (4) 06/02/2018 Common Stock 15,000 (4) $ 55.43 D  
Stock Options (Right to buy)   (5) 06/01/2017 Common Stock 12,500 (5) $ 57.09 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clark David A.
1301 CONCORD TERRACE
SUNRISE, FL 33323-2825		       COO / Pediatrix Division  

Signatures

/s/ David A. Clark 08/26/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Form 3, as previously amended, reported an incorrect number of securities under "Amount of Securities Beneficially Owned" in Table I in connection with the electronic transmission of the form.
(2) Restricted Shares previously granted under the Issuer's 2004 and 2008 Incentive Compensation Plans, 4,792 of which will vest on June 1, 2009, 3,055 of which vest on June 1, 2010 and 1,667 of which will vest on June 1, 2011.
(3) Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 5,208 of which became exercisable on June 1, 2008 and the remainder become exercisable on June 1, 2009.
(4) Stock Options granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, 2010 and 2011.
(5) Stock Options granted under Issuer's 2004 Incentive Compensation Plan, one-third of which became exercisable on June 1, 2008 and the remainder becomes exercisable in equal installments on June 1, 2009 and June 1, 2010.

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