<PAGE>
    As filed with the Securities and Exchange Commission on November 14, 2002

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          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)

                              1301 CONCORD TERRACE
                           SUNRISE, FLORIDA 33323-2825
          (Address of principal executive offices, including zip code)

                             PEDIATRIX MEDICAL GROUP
                 1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                                 BRIAN T. GILLON
                       EXECUTIVE VICE PRESIDENT, CORPORATE
                   DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
                          PEDIATRIX MEDICAL GROUP, INC.
                1301 CONCORD TERRACE, SUNRISE, FLORIDA 33323-2825
                     (Name and address of agent for service)

                                 (954) 384-0175
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=============================== ================= ========================= ========================== ===============
     TITLE OF SECURITIES             AMOUNT           PROPOSED MAXIMUM          PROPOSED MAXIMUM         AMOUNT OF
       TO BE REGISTERED         TO BE REGISTERED     OFFERING PRICE PER     AGGREGATE OFFERING PRICE    REGISTRATION
                                                         SHARE (1)                     (1)                  FEE
------------------------------- ----------------- ------------------------- -------------------------- ---------------
<S>                                 <C>                   <C>                       <C>                 <C>
Common Stock,
par value $.01 per share (2)        250,000               $36.62                    $9,155,000           $842.26(4)
                                   shares(3)
------------------------------- ----------------- ------------------------- -------------------------- ---------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rules 457(c) and 457(h) under the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     sale prices reported for shares of Common Stock on the New York Stock
     Exchange on November 12, 2002.

(2)  This Registration Statement also covers rights to purchase the registrant's
     Series A Junior Participating Preferred Stock that presently are attached
     to and trade with the Common Stock. Any value attributable to such rights
     is reflected in the market price of the Common Stock.

(3)  This Registration Statement is being filed pursuant to General Instruction
     E to Form S-8 to register additional shares issuable under the employee
     benefit plan described herein, which shares were previously registered
     under the registrant's Registration Statement on Form S-8 (No. 333-07061)
     (the "Prior Registration Statement") and have been transferred from the
     registrant's 1996 Qualified Employee Stock Purchase Plan to the employee
     benefit plan described herein .

(4)  The registration fee payable hereunder is offset in full by aggregate fees
     of $4,289 previously paid in connection with the registration of 250,000
     shares of Common Stock under the Prior Registration Statement.

================================================================================
<PAGE>

                                EXPLANATORY NOTE

         At the registrant's annual meeting of shareholders held on May 14,
2002, the registrant's shareholders approved amendments to the registrant's 1996
Qualified Employee Stock Purchase Plan and the registrant's 1996 Non-Qualified
Employee Stock Purchase Plan transferring 250,000 shares issuable under the 1996
Qualified Employee Stock Purchase Plan to the 1996 Non-Qualified Employee Stock
Purchase Plan, increasing the maximum number of shares issuable under the 1996
Non-Qualified Employee Stock Purchase Plan from 500,000 shares to 750,000
shares, which includes 250,000 shares previously registered under Registration
Statement on Form S-8 (No. 333-07061) and 500,000 shares registered under
Registration Statement on Form S-8 (No. 333-07059). This registration statement
registers the additional 250,000 shares now issuable under the 1996
Non-Qualified Employee Stock Purchase Plan, as amended and restated (the
"Additional Shares"). Additionally, this registration statement amends and
restates the information contained in the registrant's Registration Statement on
Form S-8 (No. 333-07059) in respect of the employee benefit plan described
herein and includes as an exhibit filed herewith, the 1996 Non-Qualified Stock
Purchase Plan, as amended and restated.


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:

                  (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.

                  (b) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended March 31, 2002.

                  (c) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended June 30, 2002.

                  (d) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended September 30, 2002.

                  (e) The description of the registrant's common stock contained
in the Registration Statement on Form 8-A filed by the registrant with the
Commission on September 14, 1995, including any amendment or report filed for
the purpose of updating such description.

                  (f) The description of the rights to purchase the registrant's
Series A Junior Participating Preferred Stock contained in the Registration
Statement on Form 8-A filed by the registrant with the Commission on April 6,
1999, including any amendment or report filed for the purpose of updating such
description.



                                       2
<PAGE>


                  In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the respective dates of filing of such documents (such documents, and the
documents described in paragraphs (a) through (c) above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Documents modifies or supersedes such first
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Gregg S. Bloom rendered the opinion (attached as Exhibit 5.1
hereto) as to the legality of the Additional Shares registered under this
Registration Statement. Mr. Bloom is an employee of the registrant and has been,
and from time to time may be, granted options to purchase shares of common stock
of the registrant during the course of his employment with the registrant. Mr.
Bloom owns no shares of common stock of the registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Florida Business Corporation Act permits a corporation to
indemnify the following persons (using a case-by-case determination) against
liabilities arising in the following circumstances:

                  (i) any person who was or is party to any proceeding by reason
of his or her service as a director, officer, employee or agent of the
corporation; or

                  (ii) any person serving in such capacity, at the request of
the corporation, for another corporation or business entity.

                  To be indemnified, a person seeking indemnification must have
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation. With respect to any
criminal action or proceeding, such person must have had no reasonable cause to
believe his or her conduct was unlawful. Under Florida law the corporation can
indemnify such a person who is a party to any proceeding by or in the right of
the corporation against expenses and amounts paid in settlement which were
actually and reasonably incurred in connection with the defense or settlement of
the proceeding. Such indemnification may not exceed the board of directors'
estimated expense of litigating the matter to a conclusion. No indemnification
shall be made in respect of any issue as to which such person shall have been
adjudged to be liable unless, and only to the extent that, a court shall
determine, in view of all circumstances, that such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

                  Under the Florida Business Corporation Act, indemnification
for expenses actually and reasonably incurred in the defense of any proceeding
is mandatory to the extent that a director, officer, employee or agent is


                                       3
<PAGE>

successful in such defense. Florida law also allows a corporation to provide any
other or further indemnification or advancement of expenses to its directors,
officers, employees or agents; however such indemnification or advancement of
expenses may not extend to situations where a final adjudication establishes
that such person's actions, or omissions to act, were material to the cause of
action so adjudicated and constitute:

                  (i) a criminal violation, unless such person had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful;

                  (ii) a transaction from which such person derived an improper
personal benefit;

                  (iii) in the case of a director, a circumstance under which
the director would be liable for authorizing an improper distribution; or

                  (iv) willful misconduct or conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor, or in a proceeding by or in the
right of a shareholder.

                  The amended and restated articles of incorporation of the
registrant provide that the registrant shall indemnify and may advance expenses
to its officers and directors to the fullest extent permitted by the current
law. The registrant has secured insurance covering the registrant and its
directors and officers and those of its principal subsidiaries and affiliate
companies against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  See Exhibit Index.

ITEM 9. UNDERTAKINGS.

         (a)      The registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in this Registration
                           Statement or any material change of such information
                           in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering;



                                       4
<PAGE>

         (b)      The registrant hereby undertakes that, for purposes of
                  determining any liability under the Securities Act of 1933,
                  each filing of the registrant's annual report pursuant to
                  section 13(a) or section 15(d) of the Securities Exchange Act
                  of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in this Registration Statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.




                                       5
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida
on November 14, 2002.

                                               Pediatrix Medical Group, Inc.

                                               By: /s/ Karl B. Wagner
                                                  ----------------------------
                                               Name:  Karl B. Wagner
                                               Title: Chief Financial Officer




                                       6
<PAGE>


                               POWERS OF ATTORNEY

                  Each person whose signature to this Registration Statement
appears below hereby appoints Roger J. Medel, M.D., Kristen Bratberg and Karl B.
Wagner, and each of them, as his or her attorneys-in-fact, with full power of
substitution and resubstitution, to execute in the name and on behalf of such
person, individually and in the capacity stated below, and to file, all
amendments to this Registration Statement, which amendments may make such
changes in and additions to this Registration Statement as such
attorneys-in-fact may deem necessary or appropriate.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>



              SIGNATURE                                       TITLE                                DATE
              ---------                                       -----                                ----
<S>                                            <C>                                              <C>
/s/ Roger J. Medel, M.D.
-----------------------------------            Chairman of the Board, Chief Executive           November 14, 2002
Roger J. Medel, M.D.                           Officer and Director

/s/ Karl B. Wagner
-----------------------------------            Chief Financial Officer                          November 14, 2002
Karl B. Wagner

/s/ Kristen Bratberg
-----------------------------------            President and Director                           November 14, 2002
Kristen Bratberg

/s/ Cesar L. Alvarez
----------------------------------             Director                                         November 14, 2002
Cesar L. Alvarez


----------------------------------             Director                                         November   , 2002
Waldemar A. Carlo, M.D.


----------------------------------             Director                                         November   , 2002
John K. Carlyle

/s/ M. Douglas Cunningham, M.D.
----------------------------------             Director                                         November 14, 2002
M. Douglas Cunningham, M.D.


----------------------------------             Director                                         November   , 2002
Michael B. Fernandez

/s/ Roger K. Freeman, M.D.
----------------------------------             Director                                         November 14, 2002
Roger K. Freeman, M.D.

/s/ Ian M. Ratner, M.D.
----------------------------------             Director                                         November 14, 2002
Ian M. Ratner, M.D.


</TABLE>

                                       7
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.       DOCUMENT DESCRIPTION
-----------       --------------------

   4.1            Amended and Restated Articles of Incorporation of the
                  registrant (incorporated by reference to Exhibit 3.1 to the
                  registrant's Registration Statement on Form S-1 (Registration
                  No. 33-95086)).

   4.2            Amended and Restated Bylaws of the registrant (incorporated by
                  reference to Exhibit 3.2 to the registrant's Quarterly Report
                  on Form 10-Q for the period ended June 30, 2000).

   4.3            Articles of Designations of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 3.1 to
                  the registrant's Current Report on Form 8-K dated March 31,
                  1999).

   4.4            Rights Agreement dated as of March 31, 1999, between the
                  registrant and BankBoston, N.A., as rights agent, including
                  the form of Articles of Designations of Series A Junior
                  Participating Preferred Stock and the form of Rights
                  Certificate (incorporated by reference to Exhibit 4.1 to the
                  registrant's Current Report on Form 8-K dated March 31, 1999).

   4.5*           Pediatrix Medical Group 1996 Non-Qualified Employee Stock
                  Purchase Plan, as amended and restated.

   5.1*           Opinion of Gregg S. Bloom as to the legality of the shares
                  being registered.

   23.1*          Consent of PricewaterhouseCoopers LLP.

   23.2*          Consent of Gregg S. Bloom (included in Exhibit 5.1 hereto).

   24.1*          Powers of Attorney (included on signature pages hereto).

----------------
*  Filed herewith.





                                       8
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As filed with the Securities and Exchange Commission on November 14, 2002

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          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)

                              1301 CONCORD TERRACE
                           SUNRISE, FLORIDA 33323-2825
          (Address of principal executive offices, including zip code)

                             PEDIATRIX MEDICAL GROUP
                 1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                                 BRIAN T. GILLON
                       EXECUTIVE VICE PRESIDENT, CORPORATE
                   DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
                          PEDIATRIX MEDICAL GROUP, INC.
                1301 CONCORD TERRACE, SUNRISE, FLORIDA 33323-2825
                     (Name and address of agent for service)

                                 (954) 384-0175
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=============================== ================= ========================= ========================== ===============
     TITLE OF SECURITIES             AMOUNT           PROPOSED MAXIMUM          PROPOSED MAXIMUM         AMOUNT OF
       TO BE REGISTERED         TO BE REGISTERED     OFFERING PRICE PER     AGGREGATE OFFERING PRICE    REGISTRATION
                                                         SHARE (1)                     (1)                  FEE
------------------------------- ----------------- ------------------------- -------------------------- ---------------
Common Stock,
par value $.01 per share (2)        250,000               $36.62                    $9,155,000           $842.26(4)
                                   shares(3)
------------------------------- ----------------- ------------------------- -------------------------- ---------------
(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rules 457(c) and 457(h) under the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     sale prices reported for shares of Common Stock on the New York Stock
     Exchange on November 12, 2002.

(2)  This Registration Statement also covers rights to purchase the registrant's
     Series A Junior Participating Preferred Stock that presently are attached
     to and trade with the Common Stock. Any value attributable to such rights
     is reflected in the market price of the Common Stock.

(3)  This Registration Statement is being filed pursuant to General Instruction
     E to Form S-8 to register additional shares issuable under the employee
     benefit plan described herein, which shares were previously registered
     under the registrant's Registration Statement on Form S-8 (No. 333-07061)
     (the "Prior Registration Statement") and have been transferred from the
     registrant's 1996 Qualified Employee Stock Purchase Plan to the employee
     benefit plan described herein .

(4)  The registration fee payable hereunder is offset in full by aggregate fees
     of $4,289 previously paid in connection with the registration of 250,000
     shares of Common Stock under the Prior Registration Statement.

================================================================================
EXPLANATORY NOTE

         At the registrant's annual meeting of shareholders held on May 14,
2002, the registrant's shareholders approved amendments to the registrant's 1996
Qualified Employee Stock Purchase Plan and the registrant's 1996 Non-Qualified
Employee Stock Purchase Plan transferring 250,000 shares issuable under the 1996
Qualified Employee Stock Purchase Plan to the 1996 Non-Qualified Employee Stock
Purchase Plan, increasing the maximum number of shares issuable under the 1996
Non-Qualified Employee Stock Purchase Plan from 500,000 shares to 750,000
shares, which includes 250,000 shares previously registered under Registration
Statement on Form S-8 (No. 333-07061) and 500,000 shares registered under
Registration Statement on Form S-8 (No. 333-07059). This registration statement
registers the additional 250,000 shares now issuable under the 1996
Non-Qualified Employee Stock Purchase Plan, as amended and restated (the
"Additional Shares"). Additionally, this registration statement amends and
restates the information contained in the registrant's Registration Statement on
Form S-8 (No. 333-07059) in respect of the employee benefit plan described
herein and includes as an exhibit filed herewith, the 1996 Non-Qualified Stock
Purchase Plan, as amended and restated.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:

                  (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.

                  (b) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended March 31, 2002.

                  (c) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended June 30, 2002.

                  (d) The registrant's Quarterly Report on Form 10-Q for the
fiscal period ended September 30, 2002.

                  (e) The description of the registrant's common stock contained
in the Registration Statement on Form 8-A filed by the registrant with the
Commission on September 14, 1995, including any amendment or report filed for
the purpose of updating such description.

                  (f) The description of the rights to purchase the registrant's
Series A Junior Participating Preferred Stock contained in the Registration
Statement on Form 8-A filed by the registrant with the Commission on April 6,
1999, including any amendment or report filed for the purpose of updating such
description.

                                       2
In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the respective dates of filing of such documents (such documents, and the
documents described in paragraphs (a) through (c) above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Documents modifies or supersedes such first
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Gregg S. Bloom rendered the opinion (attached as Exhibit 5.1
hereto) as to the legality of the Additional Shares registered under this
Registration Statement. Mr. Bloom is an employee of the registrant and has been,
and from time to time may be, granted options to purchase shares of common stock
of the registrant during the course of his employment with the registrant. Mr.
Bloom owns no shares of common stock of the registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Florida Business Corporation Act permits a corporation to
indemnify the following persons (using a case-by-case determination) against
liabilities arising in the following circumstances:

                  (i) any person who was or is party to any proceeding by reason
of his or her service as a director, officer, employee or agent of the
corporation; or

                  (ii) any person serving in such capacity, at the request of
the corporation, for another corporation or business entity.

                  To be indemnified, a person seeking indemnification must have
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation. With respect to any
criminal action or proceeding, such person must have had no reasonable cause to
believe his or her conduct was unlawful. Under Florida law the corporation can
indemnify such a person who is a party to any proceeding by or in the right of
the corporation against expenses and amounts paid in settlement which were
actually and reasonably incurred in connection with the defense or settlement of
the proceeding. Such indemnification may not exceed the board of directors'
estimated expense of litigating the matter to a conclusion. No indemnification
shall be made in respect of any issue as to which such person shall have been
adjudged to be liable unless, and only to the extent that, a court shall
determine, in view of all circumstances, that such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

                  Under the Florida Business Corporation Act, indemnification
for expenses actually and reasonably incurred in the defense of any proceeding
is mandatory to the extent that a director, officer, employee or agent is

                                       3
successful in such defense. Florida law also allows a corporation to provide any
other or further indemnification or advancement of expenses to its directors,
officers, employees or agents; however such indemnification or advancement of
expenses may not extend to situations where a final adjudication establishes
that such person's actions, or omissions to act, were material to the cause of
action so adjudicated and constitute:

                  (i) a criminal violation, unless such person had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful;

                  (ii) a transaction from which such person derived an improper
personal benefit;

                  (iii) in the case of a director, a circumstance under which
the director would be liable for authorizing an improper distribution; or

                  (iv) willful misconduct or conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor, or in a proceeding by or in the
right of a shareholder.

                  The amended and restated articles of incorporation of the
registrant provide that the registrant shall indemnify and may advance expenses
to its officers and directors to the fullest extent permitted by the current
law. The registrant has secured insurance covering the registrant and its
directors and officers and those of its principal subsidiaries and affiliate
companies against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  See Exhibit Index.

ITEM 9. UNDERTAKINGS.

         (a)      The registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in this Registration
                           Statement or any material change of such information
                           in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering;

                                       4
(b)      The registrant hereby undertakes that, for purposes of
                  determining any liability under the Securities Act of 1933,
                  each filing of the registrant's annual report pursuant to
                  section 13(a) or section 15(d) of the Securities Exchange Act
                  of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report pursuant to section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in this Registration Statement shall be deemed to be
                  a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                       5
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunrise, State of Florida
on November 14, 2002.

                                               Pediatrix Medical Group, Inc.

                                               By: /s/ Karl B. Wagner
                                                  ----------------------------
                                               Name:  Karl B. Wagner
                                               Title: Chief Financial Officer

                                       6
POWERS OF ATTORNEY

                  Each person whose signature to this Registration Statement
appears below hereby appoints Roger J. Medel, M.D., Kristen Bratberg and Karl B.
Wagner, and each of them, as his or her attorneys-in-fact, with full power of
substitution and resubstitution, to execute in the name and on behalf of such
person, individually and in the capacity stated below, and to file, all
amendments to this Registration Statement, which amendments may make such
changes in and additions to this Registration Statement as such
attorneys-in-fact may deem necessary or appropriate.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                       TITLE                                DATE
              ---------                                       -----                                ----
/s/ Roger J. Medel, M.D.
-----------------------------------            Chairman of the Board, Chief Executive           November 14, 2002
Roger J. Medel, M.D.                           Officer and Director

/s/ Karl B. Wagner
-----------------------------------            Chief Financial Officer                          November 14, 2002
Karl B. Wagner

/s/ Kristen Bratberg
-----------------------------------            President and Director                           November 14, 2002
Kristen Bratberg

/s/ Cesar L. Alvarez
----------------------------------             Director                                         November 14, 2002
Cesar L. Alvarez

----------------------------------             Director                                         November   , 2002
Waldemar A. Carlo, M.D.

----------------------------------             Director                                         November   , 2002
John K. Carlyle

/s/ M. Douglas Cunningham, M.D.
----------------------------------             Director                                         November 14, 2002
M. Douglas Cunningham, M.D.

----------------------------------             Director                                         November   , 2002
Michael B. Fernandez

/s/ Roger K. Freeman, M.D.
----------------------------------             Director                                         November 14, 2002
Roger K. Freeman, M.D.

/s/ Ian M. Ratner, M.D.
----------------------------------             Director                                         November 14, 2002
Ian M. Ratner, M.D.
7
EXHIBIT INDEX

EXHIBIT NO.       DOCUMENT DESCRIPTION
-----------       --------------------

   4.1            Amended and Restated Articles of Incorporation of the
                  registrant (incorporated by reference to Exhibit 3.1 to the
                  registrant's Registration Statement on Form S-1 (Registration
                  No. 33-95086)).

   4.2            Amended and Restated Bylaws of the registrant (incorporated by
                  reference to Exhibit 3.2 to the registrant's Quarterly Report
                  on Form 10-Q for the period ended June 30, 2000).

   4.3            Articles of Designations of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 3.1 to
                  the registrant's Current Report on Form 8-K dated March 31,
                  1999).

   4.4            Rights Agreement dated as of March 31, 1999, between the
                  registrant and BankBoston, N.A., as rights agent, including
                  the form of Articles of Designations of Series A Junior
                  Participating Preferred Stock and the form of Rights
                  Certificate (incorporated by reference to Exhibit 4.1 to the
                  registrant's Current Report on Form 8-K dated March 31, 1999).

   4.5*           Pediatrix Medical Group 1996 Non-Qualified Employee Stock
                  Purchase Plan, as amended and restated.

   5.1*           Opinion of Gregg S. Bloom as to the legality of the shares
                  being registered.

   23.1*          Consent of PricewaterhouseCoopers LLP.

   23.2*          Consent of Gregg S. Bloom (included in Exhibit 5.1 hereto).

   24.1*          Powers of Attorney (included on signature pages hereto).

----------------
*  Filed herewith.

                                       8