PEDIATRIX MEDICAL GROUP, INC.
ADOPTS SHARE PURCHASE RIGHTS PLAN




Fort Lauderdale, Florida, March 31, 1999 - Pediatrix Medical Group, Inc.
(NYSE:PDX) announced today that its Board of Directors adopted a Preferred Share
Purchase Rights Plan (the "Rights Plan") and, in connection therewith, declared
a dividend distribution of one Preferred Share Purchase Right on each
outstanding share of the Company's common stock. Subject to the terms of the
Rights Plan, such Right entitles the holder to purchase one one-thousandth of a
share of the Company's Series A Junior Participating Preferred Stock. The Board
also adopted various amendments to the Company's Bylaws, including provisions in
connection with shareholder meetings, actions by written consent and other
matters.

 "The Rights Plan is designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company, and to guard against partial tender offers,
squeeze-outs, open market accumulations and other coercive or unfair tactics to
gain control of Pediatrix Medical Group without paying all stockholders a
premium for that control," said Roger J. Medel M.D., M.B.A., President and Chief
Executive Officer of Pediatrix. "The Rights are not being adopted in response to
any specific takeover threat, but are a response to the general takeover
environment." The Company stated that the Rights Plan is similar to those
adopted by many other public companies. The Rights are intended to enable the
Company's shareholders to realize the long-term value of their investment in the
Company. They will not prevent a takeover, but should encourage anyone seeking
to acquire the Company to negotiate with the Board of Directors prior to
attempting a takeover. 

Each Right has an initial exercise price of $150.00 per one-thousandth of a
share of the Company's Series A Junior Participating Preferred Stock (subject to
adjustment). The Rights will be exercisable only if a person or group acquires
15% or more of the Company's common stock or announces a tender or exchange
offer which, if consummated would result in ownership by a person or group of 15
percent or more of the common stock. Upon any such occurrence, each Right will
entitle its holder (other than such person or group or affiliated or associated
persons) to purchase, at the Right's then-current exercise price, a number of
Pediatrix Medical Group's common shares having a market value of twice such
price. In addition, if the Company is acquired in a merger or other business
combination transaction, or sells 50 percent or more of its assets or earning
power, after a person or group has acquired 15 percent or more of the Company's
outstanding shares, each Right will entitle its holder to purchase, at the
Right's then-current exercise price, a number of the acquiring company's common
shares having a market value of twice such price. The acquiring person (and
affiliated and associated persons) will not be entitled to exercise these
Rights.

Following the acquisition by a person or group of 15 percent or more of the
Company's common stock and prior to an acquisition of 50 percent or more of the
common stock, the Board of Directors may exchange the Rights (other than Rights
owned by such person or group) at an exchange ratio of one share of common stock
per Right.

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Prior to the acquisition by a person or group of 15 percent or more of the
Company's common stock, the Rights are redeemable for $.005 per Right at the
option of the Board of Directors. If a redemption is authorized after a change
in a majority of the board of directors (resulting from a proxy contest or
consent solicitation), then it must be approved by a majority of "disinterested
directors" (as defined in the plan) and by a majority vote of the full board.
The Board of Directors is also authorized to reduce the 15 percent thresholds
referred to above to not less than 10 percent under certain circumstances. The
dividend distribution will be made on April 9, 1999, payable to shareholders of
record on such date. The Rights will expire on March 31, 2009. The adoption of
the Rights Plan and the distribution of the Rights is not dilutive, does not
affect reported earnings per share, and is not taxable to shareholders. A copy
of the complete Rights Plan will be included with the appropriate filings with
the Securities and Exchange Commission.

Separately, the Company announced that the Board of Directors also amended and
restated the Company's Bylaws to provide for certain procedures and other
provisions in connection with shareholder meetings, actions by written consent
and other matters. These include the addition of procedures that authorize the
Chairman of any shareholders' meeting to adjourn the meeting, and for the Board
to have authority to postpone a shareholders' meeting by public announcement
prior to the scheduled meeting date; procedures for shareholders to take action
without a meeting by written consent; and a provision authorizing the Board to
establish special voting and/or quorum requirements with respect to
authorizations, approvals and/or determinations by the Board (or by designated
directors or subgroups or committees of directors). These provisions could
render more difficult or discourage an attempt to obtain control of the Company
through a proxy contest or consent solicitation.

Pediatrix was founded in 1979 and has evolved as a national physician group
specializing in neonatal and perinatal care. Pediatrix is the nation's largest
provider of physician services to hospital-based NICUs, and now provides
services at more than 135 NICUs nationwide.

Obstetrix Medical Group, Inc., a Pediatrix subsidiary, employs more than 40
perinatologists who provide physician services in a total of nine states.
Perinatologists provide care for expectant mothers who may develop
pregnancy-related complications. Combined, Pediatrix employs approximately 375
physicians. Additional information is available on the Internet:
www.pediatrix.com.

* * *

Except for historical information, this press release contains certain
forward-looking statements that involve risk and uncertainties that may cause
actual results to differ materially from the statements made. Such factors
include, but are not limited to, changing market conditions, the ability to
successfully identify suitable acquisition candidates and to complete those
acquisitions on favorable terms and other risks detailed from time to time by
the Company or in its filings with the U.S. Securities and Exchange Commission.
 

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