1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission File Number 0-26762


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


             FLORIDA                                     65-0271219 
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                              1455 NORTHPARK DRIVE
                         FT. LAUDERDALE, FLORIDA 33326
                                   53901-0449
                    (Address of principal executive offices)
                                   (Zip Code)


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


                                 NOT APPLICABLE
  (Former name, former address and fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No
                                        ---    ---

At November 1, 1996, the Registrant had 14,860,803 shares of $0.01 par value
common stock outstanding.




                              Page 1 of 13 pages
   2
                         PEDIATRIX MEDICAL GROUP, INC.

                                     INDEX




                                                                                                                       PAGE
                                                                                                                       ----
                                                                                                                    
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 1996 (Unaudited)
  and December 31, 1995 .............................................................................................   3

Condensed Consolidated Income Statements for the Three and Nine Months Ended
  September 30, 1996 and 1995 (Unaudited) ...........................................................................   4

Condensed Consolidated Cash Flow Statements for the Nine Months Ended
  September 30, 1996 and 1995 (Unaudited) ...........................................................................   5

Notes to Condensed Consolidated Financial Statements  ...............................................................   6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS  .............................................................   9


PART II - OTHER INFORMATION .........................................................................................  12


SIGNATURES  .........................................................................................................  13



                                       2
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                         PART I - FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

                         PEDIATRIX MEDICAL GROUP, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS




                                                                    SEPTEMBER 30,                              
                                                                        1996                     DECEMBER 31,  
                                                                     (UNAUDITED)                     1995      
                                                                    -------------                ------------              
                                                                                  (IN THOUSANDS)
                                                                                              
ASSETS
Current assets:
  Cash and cash equivalents ...........................               $ 37,962                      $18,499
  Investments in marketable securities  ...............                 38,230                       27,718
  Accounts receivable, net  ...........................                 20,885                       12,096
  Prepaid expenses  ...................................                    891                          628
  Other current assets  ...............................                    142                          497
  Income taxes receivable .............................                     --                          330
                                                                      --------                      -------
      Total current assets  ...........................                 98,110                       59,768
Property and equipment, net ...........................                  8,001                        4,549
Other assets, net .....................................                 46,158                        5,564
                                                                      --------                      -------
      Total assets  ...................................               $152,269                      $69,881
                                                                      ========                      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses ...............               $ 11,144                      $ 4,347
  Income taxes payable  ...............................                  1,137                           --
  Current portion of note payable .....................                    201                           64
  Deferred income taxes ...............................                  5,005                        1,909
                                                                      --------                      -------
      Total current liabilities .......................                 17,487                        6,320
Note payable  .........................................                  2,799                          751
                                                                      --------                      -------
      Total liabilities ...............................                 20,286                        7,071
                                                                      --------                      -------
Contingencies .........................................
Stockholders' equity:
  Preferred stock .....................................                     --                           --
  Common stock  .......................................                    148                          131
  Additional paid-in capital  .........................                115,660                       55,620
  Retained earnings ...................................                 16,257                        7,045
  Unrealized gain (loss) on investments ...............                    (82)                          14
                                                                      --------                      -------
      Total stockholders' equity  .....................                131,983                       62,810
                                                                      --------                      -------
      Total liabilities and stockholders' equity  .....               $152,269                      $69,881
                                                                      ========                      =======


                 The accompanying notes are an integral part of
                           these financial statements


                                       3
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                         PEDIATRIX MEDICAL GROUP, INC.

                    CONDENSED CONSOLIDATED INCOME STATEMENTS

                                  (UNAUDITED)





                                                              THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                   SEPTEMBER 30,
                                                            -----------------------          ---------------------
                                                              1996            1995             1996          1995
                                                            -------         -------          -------       -------
                                                                  (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
                                                                                               
Net patient service revenue .............................   $22,404         $12,478          $56,339       $30,495
                                                            -------         -------          -------       -------
Operating expenses:
  Salaries and benefits .................................    14,526           8,212           36,863        20,805
  Supplies and other operating expenses .................     1,740             967            4,222         2,405
  Depreciation and amortization .........................       543              99            1,111           238
                                                            -------         -------          -------       -------
      Total operating expenses  .........................    16,809           9,278           42,196        23,448
                                                            -------         -------          -------       -------
      Income from operations  ...........................     5,595           3,200           14,143         7,047
Investment income .......................................       535             114            1,457           368
Interest expense  .......................................       (80)            (29)            (142)          (87)
                                                            -------         -------          -------       -------
      Income before income taxes  .......................     6,050           3,285           15,458         7,328
Income tax provision  ...................................     2,485           1,314            6,246         2,932
                                                            -------         -------          -------       -------
      Net income  .......................................   $ 3,565         $ 1,971          $ 9,212       $ 4,396
                                                            =======         =======          =======       =======

Per share data (1995 pro forma):

  Net income per common and common equivalent share:

    Primary .............................................   $   .24         $   .22          $   .65       $   .47
                                                            =======         =======          =======       =======
    Fully diluted .......................................   $   .24         $   .17          $   .65       $   .38
                                                            =======         =======          =======       =======

  Weighted average shares used in computing net income
    per common and common equivalent share:

    Primary .............................................    14,994           7,389           14,188         7,145
                                                            =======         =======          =======       =======
    Fully diluted .......................................    15,047          11,879           14,215        11,689
                                                            =======         =======          =======       =======


                 The accompanying notes are an integral part of
                           these financial statements



                                       4
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                         PEDIATRIX MEDICAL GROUP, INC.

                 CONDENSED CONSOLIDATED CASH FLOW STATEMENTS 

                                  (UNAUDITED)



                                                                                       NINE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                   -------------------------
                                                                                     1996              1995
                                                                                   -------           -------
                                                                                         (IN THOUSANDS)
                                                                                               
Cash flows provided (used) by operating activities:
  Net income  ...........................................................          $ 9,212           $ 4,396
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation and amortization .......................................            1,111               238
    Deferred income taxes ...............................................            3,096               913
    Changes in assets and liabilities:
      Accounts receivable ...............................................           (8,789)           (1,639)
      Prepaid expenses and other current assets .........................               92              (835)
      Income taxes receivable/payable ...................................            2,053              (122)
      Other assets  .....................................................              260            (1,696)
      Accounts payable and accrued expenses .............................            4,207               798
                                                                                   -------           -------
        Net cash provided by operating activities .......................           11,242             2,053
                                                                                   -------           -------
Cash flows provided (used) by investing activities:
  Physician group acquisition payments  .................................          (39,002)           (3,096)
  Purchase of investments ...............................................           27,851                --
  Proceeds from sale of investments .....................................          (38,459)               --
  Purchase of property and equipment  ...................................           (3,825)           (1,543)
                                                                                   -------           -------
        Net cash used by investing activities ...........................          (53,435)           (4,693)
                                                                                   -------           -------
Cash flows provided (used) by financing activities:
  Proceeds from mortgage loan ...........................................            3,000                --
  Payments on notes payable .............................................             (815)              (48)
  Proceeds from issuance of common stock  ...............................           59,516            39,734
  Payments made to retire common stock  .................................              (45)             (132)
                                                                                   -------           -------
        Net cash provided by financing activities .......................           61,656            39,554
                                                                                   -------           -------
Net increase in cash and cash equivalents ...............................           19,463            39,968
Cash and cash equivalents at beginning of period  .......................           18,499             7,384
                                                                                   -------           -------
Cash and cash equivalents at end of period  .............................          $37,962           $44,352
                                                                                   =======           =======



                 The accompanying notes are an integral part of
                           these financial statements



                                       5
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                         PEDIATRIX MEDICAL GROUP, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

                                  (UNAUDITED)

1.       BASIS OF PRESENTATION:

         The accompanying unaudited condensed consolidated financial statements
         of Pediatrix Medical Group, Inc. (the "Company" or "Pediatrix")
         presented herein do not include all disclosures required by generally
         accepted accounting principles for complete financial statements.  In
         the opinion of management, these financial statements include all
         adjustments, consisting only of normal recurring adjustments,
         necessary for a fair presentation of the results of interim periods.

         The results of operations for the three and nine months ended
         September 30, 1996 are not necessarily indicative of the results of
         operations to be expected for the year ended December 31, 1996.  The
         interim condensed consolidated financial statements should be read in
         conjunction with the consolidated financial statements and footnotes
         thereto included in the Company's Annual Report on Form 10-K filed
         with the Securities and Exchange Commission on March 26, 1996.

2.       BUSINESS ACQUISITIONS:

         The Company completed the acquisition of six neonatology and pediatric
         physician group practices during the first six months of 1996.  Total
         cash paid for these acquisitions approximated $31 million.

         During the third quarter of 1996 the Company completed acquisitions of
         three neonatology physician group practices in West Palm Beach,
         Florida, Reno, Nevada and Spartanburg, South Carolina.  Total cash
         paid for these acquisitions approximated $8 million, adding a total of
         six NICUs.

         The Company has accounted for the transactions using the purchase
         method of accounting and the excess of cost over fair value of net
         assets acquired is being amortized on a straight-line basis over 25
         years.  The results of operations of the acquired companies have been
         included in the consolidated financial statements from the dates of
         acquisition.

         The following unaudited pro forma information combines the
         consolidated results of operations of the Company and the companies
         acquired during 1996 as if the acquisitions had occurred on January 1,
         1995:



                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                   -------------------------------------
                                                                       1996                     1995
                                                                   ------------             ------------
                                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                        
         Net patient service revenue .............                    $67,040                 $51,271
         Net income  .............................                     10,556                   5,308
         Fully diluted net income per share  .....                    $   .74                 $   .45


         The pro forma results do not necessarily represent results which would
         have occurred if the acquisitions had taken place at the beginning of 
         the period, nor are they indicative of the results of future combined 
         operations.





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   7

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                                  (UNAUDITED)

3.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES:



                                                        SEPTEMBER 30, 1996       DECEMBER 31, 1995
                                                        ------------------       -----------------
                                                                      (IN THOUSANDS)
                                                                                
Accounts payable  .............................              $ 2,371                  $  786
Accrued salaries and bonuses  .................                2,157                     779
Accrued payroll taxes and benefits  ...........                1,813                     726
Accrued professional liability coverage .......                2,150                   1,268
Other accrued expenses  .......................                2,653                     788
                                                             -------                  ------
                                                             $11,144                  $4,347
                                                             =======                  ======


4.       NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE:

         As a result of the conversion of preferred stock, which was not
         determined to be a common stock equivalent, into common stock in
         connection with the initial public offering, the Company has presented
         pro forma net income per common and common equivalent share for the
         three and nine months ended September 30, 1995.

         Pro forma net income per common and common equivalent share is
         computed based upon the weighted average number of shares of common
         stock and common stock equivalents, including the number of shares of
         common stock issuable upon conversion of preferred stock, outstanding
         during the period.  Pursuant to the requirements of the Securities and
         Exchange Commission (SEC), common stock issued by the Company during
         the 12 months immediately preceding the initial filing of the
         registration statement with the SEC, plus common stock equivalents
         relating to the grant of common stock options during the same period,
         have been included in the calculation of pro forma weighted average
         number of common stock and common stock equivalents outstanding for
         the three and nine months ending September 30, 1995, using the
         treasury stock method and the initial public offering price of $20 per
         share.

         Net income per common and common equivalent share on a historical
         basis, both primary and fully diluted are as follows:



                                                 THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                    SEPTEMBER 30,                      SEPTEMBER 30,
                                              ------------------------           -----------------------
                                                1996             1995              1996            1995
                                              -------          -------           -------         -------
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                     
Income applicable to common stock:
  Net income  .........................       $ 3,565          $ 1,971           $ 9,212         $ 4,396
  Less: preferred stock dividends .....            --              333                --           1,040
                                              -------          -------           -------         -------
Income applicable to common stock .....         3,565            1,638             9,212           3,356
                                              -------          -------           -------         -------
Net income per share:
  Primary .............................       $   .24          $   .22           $   .65         $   .47
                                              -------          -------           -------         -------
  Fully diluted .......................       $   .24          $   .17           $   .65         $   .38
                                              -------          -------           -------         -------
Weighted average number of common
  and common equivalent shares
  outstanding:
  Primary .............................        14,994            7,389            14,188           7,145
                                              -------          -------           -------         -------
  Fully diluted .......................        15,047           11,879            14,215          11,689
                                              -------          -------           -------         -------


                                       7
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         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                                   (UNAUDITED)

         Primary income per common and common equivalent share is computed by
         dividing net income available to common shareholders by the weighted
         average number of common stock and common stock equivalents
         outstanding during the period.  The voting, redeemable, cumulative,
         convertible preferred stock issued in October 1992 and converted into
         common stock in September 1995 was determined not to be a common stock
         equivalent.  In computing primary income per common share for the
         three and nine months ended September 30, 1995, the preferred stock
         dividend reduces net income available to common shareholders.  Fully
         diluted income per common share is computed by dividing net income by
         the weighted average number of common stock and common stock
         equivalents outstanding during the period and, for the three and nine
         months ended September 30, 1995, includes 4,571,063 shares of common
         stock assumed to be issued upon the conversion of all shares of the
         preferred stock.

5.       NOTE PAYABLE:

         During the third quarter, the Company received a $3,000,000 mortgage
         loan from The First National Bank of Boston ("Bank of Boston").  The
         loan has quarterly payments of $50,100, bears interest at prime,
         currently 8.25%, and is secured by the Company's two buildings.  The
         loan matures in June 2003.

         On June 27, 1996, the Company entered into a $30.0 million unsecured
         revolving credit facility (the "Credit Facility") with Bank of Boston
         and SunTrust Bank, which includes a $2.0 million amount reserved to
         cover deductibles under the Company's malpractice insurance policies.
         The Company intends to use amounts available under the Credit Facility
         primarily for acquisitions.  The Credit Facility matures on June 30,
         1999.  At the Company's option, the Credit Facility bears interest at
         either LIBOR plus .875% or the prime rate announced by Bank Boston.
         There is no balance currently outstanding under the Credit Facility.

6.       CONTINGENCIES:

         During the ordinary course of business, the Company has become a party
         to pending and threatened legal actions and proceedings, most of which
         involve claims of medical malpractice and are generally covered by
         insurance.  The Company believes that the outcome of such legal
         actions and proceedings will not have a material adverse effect on the
         Company's financial condition, results of operations or liquidity.

         On May 14, 1996, the Company received the Internal Revenue Service's
         ("IRS") proposed adjustments to the Company's tax liability in
         connection with its examination of the Company's 1992, 1993, and 1994
         federal income tax returns.  The IRS has challenged certain deductions
         that, if disallowed, would result in additional taxes of approximately
         $4.5 million, plus interest. The Company and its tax advisors have
         prepared and submitted a response to the IRS.  The Company and its tax
         advisors believe that the tax returns are substantially correct as
         filed and intend to vigorously contest the proposed adjustments.  The
         Company and its tax advisors also believe that the amounts that have
         been provided for income taxes are adequate and that the ultimate
         resolution of the examination will not result in a material adverse
         effect on the Company's consolidated results of operations, financial
         position or cash flows.

7.       SECONDARY PUBLIC OFFERING:

         On August 2, 1996, the Company completed a secondary public offering
         whereby it issued 1,755,000 shares of common stock resulting in net
         cash proceeds to the Company of approximately $59.3 million.





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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

         THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THREE MONTHS
ENDED SEPTEMBER  30, 1995

         The Company reported net patient service revenue of $22.4 million for
the three months ended September 30, 1996, as compared with $12.5 million for
the same period in 1995, a growth rate of 79.5%.  This $9.9 million increase
was primarily attributable to new units at which the Company provides services
as a result of acquisitions.  Same unit patient service revenue increased
$297,000 or 2.7% for the three months ended September 30, 1996, compared to the
same period in 1995.  Same units are those units at which the Company provided
services for the entire period for which the percentage is calculated and the
entire prior comparable period.  The same unit growth resulted from volume
increases as there were no general price increases during the periods.

         Salaries and benefits increased $6.3 million, or 76.9% to $14.5
million for the three months ended September 30, 1996, as compared with $8.2
million for the same period in 1995.  Of this $6.3 million increase, $5.0
million, or 79.4%, was attributable to hiring new physicians, primarily to
support new unit growth, and the remaining $1.3 million was primarily
attributable to increased support staff and resources added in the areas of
nursing, management and billing and reimbursement.  Supplies and other
operating expenses increased $773,000, or 79.9% to $1.7 million for the three
months ended September 30, 1996, as compared with $967,000 for the same period
in 1995, primarily as a result of new units.  Depreciation and amortization
expense increased by $444,000, or 448.5% to $543,000 for the three months ended
September 30, 1996, as compared with $99,000 for the same period in 1995,
primarily as a result of amortization of goodwill in connection with
acquisitions.

         Income from operations increased approximately $2.4 million, or 74.8%,
to $5.6 million for the three months ended September 30, 1996, as compared with
$3.2 million for the same period in 1995.  The increase in income from
operations was primarily due to increased volume, principally from
acquisitions.

         The Company earned investment income of approximately $535,000 for the
three months ended September 30, 1996, as compared with $114,000 for the same
period in 1995.  The increase in investment income resulted primarily from
additional funds available for investment due to proceeds from the initial and
secondary public offerings as well as cash flow from operations.

         The effective income tax rate was approximately 41% and 40% for the
three month periods ended September 30, 1996 and 1995, respectively.

         Net income increased 80.9% to $3.6 million for the three months ended
September 30, 1996, as compared with $2.0 million for the same period in 1995.
Net income as a percentage of net patient service revenue increased to 15.9%
for the three months ended September 30, 1996, compared to 15.8% for the same
period in 1995.



                                       9
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         NINE MONTHS ENDED SEPTEMBER  30, 1996 AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1995

         The Company reported net patient service revenue of $56.3 million for
the nine months ended September 30, 1996, as compared with $30.5 million for
the same period in 1995, a growth rate of 84.7%.  Of this $25.8 million
increase, $24.1 million, or 93.4%, was primarily attributable to new units at
which the Company provides services as a result of acquisitions.

         Salaries and benefits increased $16.1 million, or 77.2% to $36.9
million for the nine months ended September 30, 1996, as compared with $20.8
million for the same period in 1995.  Of this $16.1 million increase, $12.5
million, or 77.7%, was attributable to hiring new physicians, primarily to
support new unit growth, and the remaining $3.6 million was primarily
attributable to increased support staff and resources added in the areas of
nursing, management and billing and reimbursement.  Supplies and other
operating expenses increased $1.8 million, or 75.6% to $4.2 million for the
nine months ended September 30, 1996, primarily as a result of new units.
Depreciation and amortization expense increased by $873,000 or 366.8% to $1.1
million for the nine months ended September 30, 1996, as compared with $238,000
for the same period in 1995, primarily as a result of amortization of goodwill
in connection with acquisitions.

         Income from operations increased approximately $7.1 million, or 100.7%
to $14.1 million for the nine months ended September 30, 1996, as compared with
$7.0 million for the same period in 1995, representing an increase in the
operating margin from 23.1% to 25.1%.  The increase in operating margin was
primarily due to increased volume, principally from acquisitions.

         The Company earned investment income of approximately $1.5 million for
the nine months ended September 30, 1996, as compared with $368,000 for the
same period in 1995.  The increase in investment income resulted primarily from
additional funds available for investment due to proceeds from the initial and
secondary public offerings as well as cash flow from operations.

         The effective income tax rate was approximately 40% for both of the
nine month periods ended September 30, 1996 and 1995.

         Net income increased 109.6% to $9.2 million for the nine months ended
September 30, 1996, as compared with $4.4 million for the same period in 1995.
Net income as a percentage of net patient service revenue increased to 16.4%
for the nine months ended September 30, 1996, compared to 14.4% for the same
period in 1995.

LIQUIDITY AND CAPITAL RESOURCES

         Prior to its initial public offering (IPO), the Company generated
sufficient cash flow from operations to support its growth strategy, which
primarily consisted of marketing directly to hospital administrators.  The
Company significantly increased its acquisition activities commencing with the
third quarter of 1995.  During the first nine months of 1996, the Company
completed nine acquisitions of neonatology physician group practices, utilizing
approximately $39 million of net proceeds from the IPO.

         On August 2, 1996, the Company completed a secondary public offering
whereby it issued 1,755,000 shares of Common Stock resulting in net cash
proceeds to the Company of approximately $59 million.  As of September 30,
1996, the Company had approximately $76 million of cash, cash equivalents and
marketable securities.

         As of September  30, 1996, the Company had working capital of
approximately $80.6 million, an increase of $27.2 million from the working
capital of $53.4 million available at December 31, 1995.  The



                                       10
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net increase is principally a result of net proceeds from the Company's
secondary offering and funds generated from operations, less expenditures
related to the acquisition of nine physician group practices and additions to
property and equipment.

         On June 27, 1996, the Company entered into a $30.0 million unsecured
revolving credit facility (the "Credit Facility") with The First National Bank
of Boston ("Bank of Boston") and SunTrust Bank, which includes a $2.0 million
amount reserved to cover deductibles under the Company's malpractice insurance
policies.  The Company intends to use amounts available under the Credit
Facility primarily for acquisitions.  The Credit Facility matures on June 30,
1999.  At the Company's option, the Credit Facility bears interest at either
LIBOR plus .875% or the prime rate announced by Bank of Boston.  There is no
balance currently outstanding under the Credit Facility.

         The Company constructed a new administrative building, which was
completed in the third quarter of 1996 at a total cost of approximately $2.3
million.  The Company funded the construction of the new building with
available cash.  During the third quarter, the Company received a $3.0 million
mortgage loan from Bank of Boston. The mortgage is secured by the Company's two
buildings.

         The Company's annual capital expenditures have typically been for
computer hardware and software and for furniture, equipment and improvements at
the corporate headquarters.  During the nine months ended September 30, 1996,
capital expenditures amounted to approximately $3.8 million, which included
$2.9 million for construction, furniture and equipment related to the new
building described above.  For the remainder of 1996, the Company anticipates
capital expenditures of approximately $500,000.  Capital expenditures during
1997 are not expected to exceed $2.0 million, principally for computer hardware
and software.

         The Company anticipates that funds generated from operations together
with the net proceeds of its secondary offering, cash and marketable securities
on hand and funds available under the Credit Facility, will be sufficient to
meet its working capital requirements and finance any required capital
expenditures for at least the next twelve months.



                                       11
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                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         During the ordinary course of business, the Company has become a party
to pending and threatened legal actions and proceedings, most of which involve
claims of medical malpractice and are generally covered by insurance.  The
Company believes that the outcome of such legal actions and proceedings will
not have a material adverse effect on the Company's financial condition,
results of operations or liquidity.

         On May 14, 1996, the Company received the IRS's proposed adjustments
to the Company's tax liability in connection with its examination of the
Company's 1992, 1993 and 1994 federal income tax returns.  The IRS has
challenged certain deductions that, if disallowed, would result in additional
taxes of approximately $4.5 million, plus interest.  The Company and its tax
advisors have prepared and submitted a response to the IRS.  The Company and
its tax advisors believe that the tax returns are substantially correct as
filed and intend to vigorously contest the proposed adjustments.  The Company
and its tax advisors also believe that the amounts that have been provided for
income taxes are adequate and that the ultimate resolution of the examination
will not result in a material adverse effect on the Company's consolidated
results of operations, financial position or cash flows.

ITEM 2.  CHANGES IN SECURITIES

         See Note 7 of Notes to Condensed Consolidated Financial Statements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits.

                 10.26    Lease Agreement between SunTrust Bank and PMG 
                          Acquisition Corp.

                 11.1     Statement Re:  Computation of Per Share Earnings

                 27.1     Financial Data Schedule

         (b)     Reports on Form 8-K

                 None.



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                                  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 thereunto duly authorized.

                                        PEDIATRIX MEDICAL GROUP, INC.



Date:  November 13, 1996                By: /s/ Roger J. Medel
                                            ------------------------------------
                                            Roger J. Medel, President and Chief
                                            Executive Officer (Principal
                                            Executive Officer)


Date:  November 13, 1996                By: /s/ Lawrence M. Mullen
                                            ------------------------------------
                                            Lawrence M. Mullen, Chief Financial
                                            Officer (Principal Financial and
                                            Accounting Officer)





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