UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 3, 2005

                          PEDIATRIX MEDICAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Florida                    001-12111                    65-0271219
(State or other jurisdiction       Commission File              (IRS Employer
     of incorporation)                  Number               Identification No.)

              1301 Concord Terrace
                   Sunrise, FL                                 33323
     (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (954) 384-0175

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.
---------------------------------------------------------

On May 3, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a press
release ("Press Release") announcing its results of operations for the three
months ended March 31, 2005. A copy of the Press Release is attached hereto as
Exhibit 99.1 and is incorporated in this Current Report by reference.

The information in this Current Report, including the exhibit hereto, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section or
Section 11 or 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any registration statement or other document
filed with the Securities and Exchange Commission by the Company, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, except as shall be expressly set forth by specific
reference in such filing.

Item 9.01. Financial Statements and Exhibits.
---------------------------------------------

Item 9.01(a) Financial Statements of businesses acquired:

             Not applicable.

Item 9.01(b) Pro Forma Financial Information:

             Not applicable.

Item 9.01(c) Exhibits:

             99.1 Press Release of Pediatrix Medical Group, Inc. dated May 3,
                  2005.




                                   SIGNATURES

     Pursuant of 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.
                                                          (Registrant)

Date: May 3, 2005                                  By: /s/ Karl B. Wagner
                                                       -------------------------
                                                       Karl B. Wagner
                                                       Chief Financial Officer




(c)  Exhibits

     99.1 Press Release of Pediatrix Medical Group, Inc., dated May 3, 2005.