Form 3/A MILLER FREDERICK V For: Aug 11 (10K)

FORM 3/A

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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1. Name and Address of Reporting Person^*

MILLER FREDERICK V

(Last)

(First)

(Middle)

1301 CONCORD TERRACE

(Street)

SUNRISE

33323-2825

(City)

(State)

(Zip)

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]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Pediatrix Division

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/21/2008

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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,833 ⁽¹⁾ ⁽²⁾	D
Common Stock	30,187 ⁽¹⁾	D
Common Stock	32,965 ⁽³⁾ ⁽¹⁾	D
Common Stock	34,146 ⁽¹⁾ ⁽⁴⁾	D

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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to buy)	⁽⁵⁾	02/10/2013	Common Stock	6,800 ⁽⁵⁾	$ 15.1	D
Stock Options (Right to buy)	⁽⁶⁾	02/05/2014	Common Stock	26,434 ⁽⁶⁾	$ 32.63	D
Stock Options (Right to buy)	⁽⁷⁾	06/01/2016	Common Stock	10,625 ⁽⁷⁾	$ 44.7	D
Stock Options (Right to buy)	⁽⁸⁾	06/02/2018	Common Stock	17,500 ⁽⁸⁾	$ 55.43	D
Stock Options (Right to buy)	⁽⁹⁾	06/01/2017	Common Stock	12,500 ⁽⁹⁾	$ 57.09	D

Explanation of Responses:

7. Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 7,083 of which were exercisable in full on June 1, 2008 and the remainder of which become exercisable on June 1, 2009.

5. Stock Options granted under Issuer's Amended and Restated Stock Option Plan and were exercisable in full on February 10, 2006.

2. Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009, 2010 and 2011.

9. Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 4,167 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 Amended and Restated Stock Option Plan and were exercisable in full on February 5, 2007.

8. Stock Options granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, 2010 and 2011.

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.

4. Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009.

3. Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest in equal installments on June 1, 2009 and June 1, 2010.

	FREDERICKVMILLER, M.D.	08/25/2008
	** 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 Number.

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