SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported) September 4, 2002




                             MATRIA HEALTHCARE, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)


Delaware                           0-20619                      58-2205984
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                  IRS Employer
of incorporation)                File Number)                 Identification No.


1850 Parkway Place, 12th Floor, Marietta, Georgia                  30067
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)




Registrant's telephone number, including area code:             770/767-4500
                                                   -----------------------------





                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





<PAGE>



Item 5.     Other Events.
            -------------

     On  September 3, 2002,  Matria  Healthcare,  Inc., a Delaware  corporation,
announced that Stephen M. Mengert was appointed Vice President Finance and Chief
Financial  Officer,  which  appointment  is effective as of September 4, 2002. A
copy of the press  release  announcing  Mr.  Mengert's  appointment  is filed as
Exhibit 99.1 to this Report and is incorporated herein by this reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
           -------------------------------------------------------------------

           (c)      Exhibits

           99.1     Press Release dated September 3, 2002.

                                   Signatures
                                   ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, Matria
has duly  caused  this  Report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

                                   MATRIA HEALTHCARE, INC.
                                   Registrant


                                   By: /s/Parker H. Petit
                                      ------------------------------------------
                                      Parker H. Petit
                                      Chairman of the Board, President and Chief
                                      Executive Officer

Date:    September 4, 2002




<PAGE>



                                  Exhibit Index

99       Press Release dated September 3, 2002.
[{"type": "8-K", "sequence": "1", "filename": "sept8k.txt", "description": "MATRIA HEALTHCARE 8-K OF 9/4/02", "secsgml_size_bytes": 3005}]
{"company-data": {"conformed-name": "MATRIA HEALTHCARE INC", "cik": "0001007228", "assigned-sic": "8082", "irs-number": "582205984", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20619", "film-number": "02756629"}, "business-address": {"street1": "1850 PARKWAY PL", "street2": "12TH FL", "city": "MARIETTA", "state": "GA", "zip": "30067", "phone": "7704234500"}, "mail-address": {"street1": "1850 PARKWAY PLACE", "street2": "12TH FL", "city": "MARIETTA", "state": "GA", "zip": "30067"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 4, 2002

                             MATRIA HEALTHCARE, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

Delaware                           0-20619                      58-2205984
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                  IRS Employer
of incorporation)                File Number)                 Identification No.

1850 Parkway Place, 12th Floor, Marietta, Georgia                  30067
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:             770/767-4500
                                                   -----------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.     Other Events.
            -------------

     On  September 3, 2002,  Matria  Healthcare,  Inc., a Delaware  corporation,
announced that Stephen M. Mengert was appointed Vice President Finance and Chief
Financial  Officer,  which  appointment  is effective as of September 4, 2002. A
copy of the press  release  announcing  Mr.  Mengert's  appointment  is filed as
Exhibit 99.1 to this Report and is incorporated herein by this reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
           -------------------------------------------------------------------

           (c)      Exhibits

           99.1     Press Release dated September 3, 2002.

                                   Signatures
                                   ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, Matria
has duly  caused  this  Report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

                                   MATRIA HEALTHCARE, INC.
                                   Registrant

                                   By: /s/Parker H. Petit
                                      ------------------------------------------
                                      Parker H. Petit
                                      Chairman of the Board, President and Chief
                                      Executive Officer

Date:    September 4, 2002
Exhibit Index

99       Press Release dated September 3, 2002.