Pediatrix Medical Group Inc - Amended Statement of Beneficial Ownership (3/A)

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).
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