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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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 *

Clark David A.

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)
COO / 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   9514   (1) (2) 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)     (3) 6/1/2016   Common Stock   10416   (3) $44.70   D    
Stock Options (Right to buy)     (4) 6/2/2018   Common Stock   15000   (4) $55.43   D    
Stock Options (Right to buy)     (5) 6/1/2017   Common Stock   12500   (5) $57.09   D    

Explanation of Responses:
( 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.

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 8/26/2008
** 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.
PIMCO Dynamic Income Str... (NYSE:PDX)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more PIMCO Dynamic Income Str... Charts.
PIMCO Dynamic Income Str... (NYSE:PDX)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more PIMCO Dynamic Income Str... Charts.