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): July 19, 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))

--------------------------------------------------------------------------------




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

On July 19, 2005, Pediatrix Medical Group, Inc. (the "Company") issued a press
release ("Press Release") announcing that it expects earnings per share of $1.14
for the three months ended June 30, 2005. A copy of the Press Release is
attached hereto as Exhibit 99.1 and is incorporated in this Current Report by
reference.


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 July 19,
              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:  July 19, 2005                             By:  /s/ Karl B. Wagner
                                                    ----------------------------
                                                      Karl B. Wagner
                                                      Chief Financial Officer







     (c) Exhibits
                       
               99.1    Press Release of Pediatrix Medical Group, Inc., dated
                       July 19, 2005.