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) Chief Operating Officer / 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 1,736 (1) (2) D   Common Stock 4,514 (3) (1) D   Common Stock 9,514 (4) (1) D Â

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)	  (5)	06/01/2016	Common Stock	10,416 (5)	$ 44.7	D	Â
Stock Options (Right to buy)	  (6)	06/02/2018	Common Stock	15,000 (6)	$ 55.43	D	Â
Stock Options (Right to buy)	  (7)	06/01/2017	Common Stock	12,500 (7)	$ 57.09	D	Â

Reporting Owners

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

Signatures

DAVIDACLARK		08/25/2008
**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).
(4)	Restricted Shares granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, June 1, 2010 and 2011.
(5)	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.
(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.
(7)	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.
(6)	Stock Options granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments 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.
(2)	Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009.

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