8-K

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                                  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 and Exchange Act of 1934

       Date of Report (date of earliest event reported): February 27, 2007

                          PEDIATRIX MEDICAL GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)


        Florida                         001-12111                 65-0271219
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(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)


                              1301 Concord Terrace
                             Sunrise, Florida 33323
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                     (Address of principal executive office)

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


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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))



Item 2.02       Results of Operations and Financial Condition.

Item 4.02       Non-Reliance on Previously Issued Financial Statements or a
                Related Audit Report or Completed  Interim Review.

         On February 27, 2007, management of Pediatrix Medical Group, Inc. (the
"Company") concluded, and the Audit Committee of the Company's Board of
Directors (the "Audit Committee") approved the conclusion, that the Company's
financial statements for the fiscal years ended December 31, 1995 through and
including 2005, the interim periods contained therein, and the fiscal quarter
ended March 31, 2006, and all earnings and press releases and similar
communications issued by the Company relating to periods commencing on January
1, 1995 and ending on March 31, 2006 should no longer be relied upon. The
conclusion was based upon instances of intentional backdating by a former
executive officer of the Company that occurred in the granting of stock options
prior to 2001, which instances were documented by the Audit Committee's
previously announced review of the Company's stock option granting practices.
The restatement is expected to include charges relating to these instances of
backdating in the periods prior to 2001 and misdating in those and subsequent
periods of certain other option grants as a result of process deficiencies.
Based on its analysis to date, however, the Company believes that total
additional non-cash compensation expense will not exceed the previously
announced tentative calculation of $28 million on a pre-tax basis for the 1995
through 2006 period.

         Members of the Company's management authorized by the Audit Committee
have discussed the matters disclosed in this filing with PricewaterhouseCoopers
LLP, the Company's independent registered public accounting firm.

         The Company issued a press release on February 28, 2007, a copy of
which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.

Item 8.01       Other Events.

         On February 28, 2007, the Company announced that its Board of Directors
has approved the Company's participation in an Internal Revenue Service program
to pay certain individual tax obligations for employees, other than executive
officers, who exercised certain stock options during 2006 (the "IRS Program").
The IRS Program will cover non-executive officer employees ("Eligible
Employees") who are subject to adverse income tax consequences, including any
interest and penalties that result from a determination by the Audit Committee
that their options had been issued at exercise prices that are lower than
revised prices.



         Additionally, the Company announced that the Board of Directors
indicated that following the conclusion of the Audit Committee review it intends
to implement a separate program that would increase the exercise prices on stock
option grants that remain outstanding and have revised measurement dates in
order to protect employees from any adverse tax consequences. It is expected
that this program and the Company's participation in the IRS Program as well as
payments to Eligible Employees in connection with these programs, including make
whole payments as compensation for the increased option prices and tax
gross-ups, will result in a pre-tax charge of not more than $7 million.

         The Company issued a press release on February 28, 2007, a copy of
which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.

Item 9.01       Financial Statements and Exhibits

        (d)     Exhibits

                99.1--  Press Release dated February 28, 2007.



                                   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: February 28, 2007                 By: /s/ Karl B. Wagner
                                            ------------------
                                            Name:   Karl B. Wagner
                                            Title:  Chief Financial Officer



                                  EXHIBIT INDEX

        Exhibit No.     Description

          99.1          Press Release dated February 28, 2007.

EX-99.1

                                                                    Exhibit 99.1

              Pediatrix Provides Update on Stock Option
                 Review, Expects to Delay 10-K Filing


    FORT LAUDERDALE, FLa.--(BUSINESS WIRE)--Feb. 28, 2007--Pediatrix
Medical Group, Inc. (NYSE:PDX) today announced an update of its
previously disclosed review of historical stock option practices that
is being conducted by the Audit Committee of its Board of Directors.

    Following a review of draft findings related to the Company's
stock option practices, Pediatrix's management has concluded, and the
Audit Committee has agreed, that Pediatrix will need to restate its
historical financial statements. The Company has concluded that it is
appropriate to restate due to documented instances of intentional
backdating by a former executive officer of Pediatrix that occurred in
the granting of stock options prior to 2001.

    The restatement is expected to include charges relating to these
instances of backdating in periods prior to 2001 and misdating in
those and subsequent periods of certain other option grants as a
result of process deficiencies. The Company has not determined the
amount of such charges, including non-cash compensation expense and
the resulting tax and accounting impact, or which periods may require
restatement. Based on its analysis to date, however, the Company
believes that total additional non-cash compensation expense will not
exceed the previously announced tentative calculation of $28 million
on a pre-tax basis for the 1995 through 2006 period.

    Separately, Pediatrix announced that its Board of Directors has
approved the Company's participation in an Internal Revenue Service
program to pay certain individual tax obligations for employees, other
than executive officers, who exercised certain stock options during
2006. The program will cover non-executive officer employees who are
subject to adverse income tax consequences, including any interest and
penalties that result from a determination by the Audit Committee that
their options had been issued at exercise prices that are lower than
revised prices.

    Additionally, the Board of Directors indicated that following the
conclusion of the Audit Committee review it intends to implement a
separate program that would increase the exercise prices on stock
option grants that remain outstanding and have revised measurement
dates in order to protect employees from any adverse tax consequences.
It is expected that this program and the Company's participation in
the IRS program as well as payments to eligible employees in
connection with these programs, including make-whole payments as
compensation for the increased option prices and tax gross-ups, will
result in a pre-tax charge of not more than $7 million.

    Pediatrix is also filing a Form 8-K stating that the Company's
financial statements and earnings releases and similar financial
communications relating to fiscal periods from January 1, 1995,
through March 31, 2006, should no longer be relied upon.

    As a result of the ongoing review of the Company's stock option
practices, Pediatrix will delay the filing of its Annual Report
on Form 10-K for the year ended December 31, 2006. The Audit
Committee, the Company and its independent public accountants are
working to complete the review and its financial impact as soon as
possible.

    About Pediatrix

    Pediatrix Medical Group, Inc. is the nation's leading provider of
newborn, maternal-fetal and pediatric physician subspecialty services.
Pediatrix physicians and advanced nurse practitioners are reshaping
the delivery of maternal-fetal and newborn care by identifying best
demonstrated processes and participating in clinical research to
enhance patient outcomes and provide high-quality, cost-effective
care. Founded in 1979, its neonatal physicians provide services at
more than 240 NICUs, and through Obstetrix, its perinatal physicians
provide services in many markets where Pediatrix's neonatal physicians
practice. Combined, Pediatrix and its affiliated professional
corporations employ more than 900 physicians in 32 states and Puerto
Rico. Pediatrix is also the nation's largest provider of newborn
hearing screens and newborn metabolic screening. Additional
information is available at www.pediatrix.com.

    Certain statements and information in this press release may be
deemed to be "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to our objectives, plans and strategies, and all
statements (other than statements of historical facts) that address
activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are
forward-looking statements. These statements are often characterized
by terminology such as "believe", "hope", "may", "anticipate",
"should", "intend", "plan", "will", "expect", "estimate", "project",
"positioned", "strategy" and similar expressions, and are based on
assumptions and assessments made by Pediatrix's management in light of
their experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe to be appropriate. Any forward-looking statements in this
press release are made as of the date hereof, and Pediatrix undertakes
no duty to update or revise any such statements, whether as a result
of new information, future events or otherwise. Forward-looking
statements are not guarantees of future performance and are subject to
risks and uncertainties. Important factors that could cause actual
results, developments, and business decisions to differ materially
from forward-looking statements are described in Pediatrix's most
recent Annual Report on Form 10-K, including the section entitled
"Risk Factors". Additional factors include, but are not limited to,
uncertainties related to: the time needed to complete the Audit
Committee's inquiry into historic stock option grant practices; the
pending restatement of Pediatrix's financial statements; the financial
reporting impact of improperly dated stock options; the tax effects of
improperly dated stock options; the potential discovery of accounting
errors or other adverse facts and possible litigation or regulatory
action resulting from the SEC's informal investigation or the U.S.
Attorney's investigation of Pediatrix's stock option granting
practices.


    CONTACT: Pediatrix Medical Group, Inc., Fort Lauderdale
             Bob Kneeley, Director, Investor Relations,
             954-384-0175, x-5300
             bob_kneeley@pediatrix.com