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


                               September 30, 2002

                date of report (date of earliest event reported)


                             MATRIA HEALTHCARE, INC.



       Delaware                   0-20619                 58-2205984
(State of Incorporation)      SEC File Number  (IRS Employer Identification No.)



                               1850 Parkway Place
                               Marietta, GA 30067
                                 (770) 767-4500




<PAGE>




Item 2.  Acquisition or Disposition of Assets

     On September 30, 2002 (effective October 1, 2002), Matria Healthcare,  Inc.
("Matria") completed its acquisition from LifeMetrix, Inc. ("LifeMetrix") of all
of the  issued  and  outstanding  stock  of  Quality  Oncology,  Inc.  ("Quality
Oncology"),  a wholly owned  subsidiary of LifeMetrix,  LifeMetrix's  Integrated
Care Management System and its rights in Cancerpage.com(TM), and other assets of
LifeMetrix and its other subsidiaries  relating to its cancer disease management
business.  Matria also  assumed  various  contractual  and  payroll  liabilities
related to the  acquired  business  and assets.  In exchange  for these  assets,
Matria paid to LifeMetrix at or prior to the closing cash payments from Matria's
cash on hand  totaling  $3,000,000  and issued to LifeMetrix  890,144  shares of
Matria  Common  Stock at the  closing.  To secure  LifeMetrix's  indemnification
obligations, 104,450 of the shares issued to LifeMetrix were placed in an escrow
account to be held until March 31, 2003. In addition to the  consideration  paid
at or prior to the closing,  Matria will make an earn out payment to  LifeMetrix
in 2004 based on the future financial performance of Quality Oncology.  The earn
out will be payable,  at Matria's option, in cash, shares of Matria Common Stock
or a combination  thereof;  provided that at least $10 million or twenty percent
of the earn  out,  whichever  is lower,  will be paid in cash.  The terms of the
acquisition were determined through  negotiations  between Matria and LifeMetrix
and are set forth in a Purchase and Sale Agreement, dated April 29, 2002, by and
among Matria, LifeMetrix, and Quality Oncology (the "Purchase Agreement").

     On September 26, 2002, Matria stockholders  approved the issuance of Matria
Common Stock in connection with the  acquisition.  The issuance of Matria Common
Stock under the Purchase  Agreement was  registered  under the Securities Act of
1933 pursuant to Matria's  registration  statement on Form S-4 (Registration No.
333-90944), filed with the Securities and Exchange Commission.

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

     (a) The  audited  financial  statements  of Quality  Oncology,  Inc.  as of
December  31,  2001 and for the year  then  ended  and the  unaudited  financial
statements of Quality Oncology, Inc., as of June 30, 2002 and for the six months
then ended are incorporated herein by reference to the Registration Statement on
Form S-4 (Registration No. 333-90944), filed by Matria.

     (b) The pro forma  information and explanatory notes required by Article 11
of Regulation  S-X and this Item 7 are  incorporated  herein by reference to the
Registration  Statement  on Form  S-4  (Registration  No.  333-90944),  filed by
Matria.

     (c) Exhibits.

     2.1 Purchase  and Sale  Agreement  by and among  Matria  Healthcare,  Inc.,
LifeMetrix,  Inc., and Quality  Oncology,  Inc.,  dated April 29, 2002, which is
incorporated   by   reference  to  the   Registration   Statement  on  Form  S-4
(Registration No. 333-90944), filed by Matria.
<PAGE>

     99.1  Standstill  Agreement,  dated September 30, 2002, by and among Matria
Healthcare,  Inc.,  LifeMetrix,  Inc., and the stockholders listed on Schedule 1
attached therein.

     99.2 Registration Rights Agreement,  dated September 30, 2002, by and among
Matria Healthcare,  Inc.,  LifeMetrix,  Inc., and the preferred  stockholders of
LifeMetrix listed on Schedule 1 attached therein.



<PAGE>



                                    SIGNATURE

     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 hereunto duly authorized.



                             MATRIA HEALTHCARE, INC.



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


Date:  October 8, 2002



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number  Description of Exhibits
------  -----------------------

2.1  Purchase  and  Sale  Agreement  by  and  among  Matria  Healthcare,   Inc.,
     LifeMetrix,  Inc., and Quality Oncology,  Inc., dated April 29, 2002, which
     is  incorporated  by  reference to the  Registration  Statement on Form S-4
     (Registration No. 333-90944), filed by Matria.

99.1 Standstill  Agreement,  dated  September  30,  2002,  by and  among  Matria
     Healthcare, Inc., LifeMetrix, Inc., and the stockholders listed on Schedule
     1 therein.

99.2 Registration  Rights  Agreement,  dated  September  30, 2002,  by and among
     Matria Healthcare,  Inc., LifeMetrix,  Inc., and the preferred stockholders
     of LifeMetrix listed on Schedule 1 attached therein.
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{"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": "02783692"}, "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

                               September 30, 2002

                date of report (date of earliest event reported)

                             MATRIA HEALTHCARE, INC.

       Delaware                   0-20619                 58-2205984
(State of Incorporation)      SEC File Number  (IRS Employer Identification No.)

                               1850 Parkway Place
                               Marietta, GA 30067
                                 (770) 767-4500
Item 2.  Acquisition or Disposition of Assets

     On September 30, 2002 (effective October 1, 2002), Matria Healthcare,  Inc.
("Matria") completed its acquisition from LifeMetrix, Inc. ("LifeMetrix") of all
of the  issued  and  outstanding  stock  of  Quality  Oncology,  Inc.  ("Quality
Oncology"),  a wholly owned  subsidiary of LifeMetrix,  LifeMetrix's  Integrated
Care Management System and its rights in Cancerpage.com(TM), and other assets of
LifeMetrix and its other subsidiaries  relating to its cancer disease management
business.  Matria also  assumed  various  contractual  and  payroll  liabilities
related to the  acquired  business  and assets.  In exchange  for these  assets,
Matria paid to LifeMetrix at or prior to the closing cash payments from Matria's
cash on hand  totaling  $3,000,000  and issued to LifeMetrix  890,144  shares of
Matria  Common  Stock at the  closing.  To secure  LifeMetrix's  indemnification
obligations, 104,450 of the shares issued to LifeMetrix were placed in an escrow
account to be held until March 31, 2003. In addition to the  consideration  paid
at or prior to the closing,  Matria will make an earn out payment to  LifeMetrix
in 2004 based on the future financial performance of Quality Oncology.  The earn
out will be payable,  at Matria's option, in cash, shares of Matria Common Stock
or a combination  thereof;  provided that at least $10 million or twenty percent
of the earn  out,  whichever  is lower,  will be paid in cash.  The terms of the
acquisition were determined through  negotiations  between Matria and LifeMetrix
and are set forth in a Purchase and Sale Agreement, dated April 29, 2002, by and
among Matria, LifeMetrix, and Quality Oncology (the "Purchase Agreement").

     On September 26, 2002, Matria stockholders  approved the issuance of Matria
Common Stock in connection with the  acquisition.  The issuance of Matria Common
Stock under the Purchase  Agreement was  registered  under the Securities Act of
1933 pursuant to Matria's  registration  statement on Form S-4 (Registration No.
333-90944), filed with the Securities and Exchange Commission.

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

     (a) The  audited  financial  statements  of Quality  Oncology,  Inc.  as of
December  31,  2001 and for the year  then  ended  and the  unaudited  financial
statements of Quality Oncology, Inc., as of June 30, 2002 and for the six months
then ended are incorporated herein by reference to the Registration Statement on
Form S-4 (Registration No. 333-90944), filed by Matria.

     (b) The pro forma  information and explanatory notes required by Article 11
of Regulation  S-X and this Item 7 are  incorporated  herein by reference to the
Registration  Statement  on Form  S-4  (Registration  No.  333-90944),  filed by
Matria.

     (c) Exhibits.

     2.1 Purchase  and Sale  Agreement  by and among  Matria  Healthcare,  Inc.,
LifeMetrix,  Inc., and Quality  Oncology,  Inc.,  dated April 29, 2002, which is
incorporated   by   reference  to  the   Registration   Statement  on  Form  S-4
(Registration No. 333-90944), filed by Matria.
99.1  Standstill  Agreement,  dated September 30, 2002, by and among Matria
Healthcare,  Inc.,  LifeMetrix,  Inc., and the stockholders listed on Schedule 1
attached therein.

     99.2 Registration Rights Agreement,  dated September 30, 2002, by and among
Matria Healthcare,  Inc.,  LifeMetrix,  Inc., and the preferred  stockholders of
LifeMetrix listed on Schedule 1 attached therein.
SIGNATURE

     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 hereunto duly authorized.

                             MATRIA HEALTHCARE, INC.

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

Date:  October 8, 2002
EXHIBIT INDEX

Exhibit
Number  Description of Exhibits
------  -----------------------

2.1  Purchase  and  Sale  Agreement  by  and  among  Matria  Healthcare,   Inc.,
     LifeMetrix,  Inc., and Quality Oncology,  Inc., dated April 29, 2002, which
     is  incorporated  by  reference to the  Registration  Statement on Form S-4
     (Registration No. 333-90944), filed by Matria.

99.1 Standstill  Agreement,  dated  September  30,  2002,  by and  among  Matria
     Healthcare, Inc., LifeMetrix, Inc., and the stockholders listed on Schedule
     1 therein.

99.2 Registration  Rights  Agreement,  dated  September  30, 2002,  by and among
     Matria Healthcare,  Inc., LifeMetrix,  Inc., and the preferred stockholders
     of LifeMetrix listed on Schedule 1 attached therein.