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): November 4, 2004
                                                                    
                          PEDIATRIX MEDICAL GROUP, INC.
             (Exact name of registrant as specified in its charter)
                                                                    

    Florida                        0-26762                     65-0271219
(State or other                 Commission File               (IRS Employer 
jurisdiction of incorporation)    Number                     Identification No.)


       1301 Concord Terrace                             33323
           Sunrise, FL
(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. 
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On November 4, 2004, Pediatrix Medical Group, Inc. (the "Company") issued a
press release ("Press Release") announcing its results of operations for the
three months and nine months ended September 30, 2004. A copy of the Press
Release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Item 7.01. Regulation FD Disclosure.
------------------------------------ 

The Company also announced in the Press Release that it increased its
earnings per share guidance for the fourth quarter of 2004 and introduced
earnings per share guidance for calendar year 2005.

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 November 4, 
              2004.



                                   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:       November 4, 2004            By:/s/ Karl B. Wagner
                                           ------------------------------------
                                           Karl B. Wagner
                                           Chief Financial Officer



     (c) Exhibits
                       
          99.1 Press Release of Pediatrix Medical Group, Inc., dated November 4,
               2004.