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                                                                      EXHIBIT 23


                              ACCOUNTANTS' CONSENT


The Board of Directors
Matria Healthcare, Inc.


We consent to incorporation by reference in the registration statement
(Nos. 333-69347, 333-02283, 333-01833 and 333-01559) on Form S-8 of Matria
Healthcare, Inc. of our reports dated February 19, 1999, relating to the
consolidated balance sheets of Matria Healthcare, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1998, and the related financial statement
schedule, which reports appear in the 1998 annual report on Form 10-K of Matria
Healthcare, Inc.



                                                                        KPMG LLP


Atlanta, Georgia
March 30, 1999
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                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Matria Healthcare, Inc.


Under date of February 19, 1999, we reported on the consolidated balance sheets 
of Matria Healthcare, Inc. and subsidiaries as of December 31, 1998 and 1997, 
and the related consolidated statements of operations, shareholders' equity, 
and cash flows for each of the years in the three-year period ended December 
31, 1998, as contained in the annual report on Form 10-K for the year 1998. In 
connection with our audits of the aforementioned consolidated financial 
statements, we also audited the related consolidated financial statement 
schedule for each of the years in the three-year period ended December 31, 1998 
included in the annual report on Form 10-K for the year 1998. This financial 
statement schedule is the responsibility of the Company's management. Our 
responsibility is to express an opinion on this financial statement schedule 
based on our audits.

In our opinion, such financial statement schedule, when considered in relation 
to the basic consolidated financial statements taken as a whole, presents 
fairly, in all material respects, the information set forth therein.



                                                                        KPMG LLP



Atlanta, Georgia
February 19, 1999