UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

TOJanuary 29, 2008 ~~SECTION~~Date 13of ORReport 15(D)Date OFof ~~THE~~earliest event reported)

SECURITIES EXCHANGE ACT OF 1934

July 24, 2007

Date of Report (Date of earliest event reported)

Matria Healthcare, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

(State or Other Jurisdiction of Incorporation)


0-20619		20-2091331
(Commission File Number)		(IRS Employer Identification No.)


1850 Parkway Place, Marietta, GA		30067
(Address of Principal Executive Offices)		(Zip Code)

770-767-4500 (Registrant'’s Telephone Number, Including Area Code)


	Not Applicable
	(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

* o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

* o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

* o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

* o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

On ~~August 8~~ January 29, ~~2006~~2008, ~~the~~Matria ~~Securities~~Healthcare, ~~and~~Inc. ~~Exchange~~(the ~~Commission~~“Company”) ~~approved~~appointed aThomas ~~new NASDAQ listing~~D. ~~standard~~Underwood, ~~setting~~age ~~forth~~49, ~~Direct~~to ~~Registration~~the ~~System~~position ~~("DRS")~~of ~~eligibility requirements,~~President ~~which~~and ~~require~~Chief ~~listed~~Operating ~~companies~~Officer, toeffective ~~become~~immediately. Mr. Underwood ~~DRS~~has ~~eligible~~served byas ~~January 1,~~the ~~2008. DRS~~Company’s ~~enables~~Executive ~~investors~~Vice toPresident ~~maintain~~of ~~securities~~Technology ~~electronically~~since June 2007. onPrior ~~the~~to ~~books~~joining ofthe aCompany, ~~transfer~~Mr. Underwood ~~agent~~served orin ~~issuer,~~various ~~and~~positions ~~allows~~at ~~for~~First ~~the~~Consulting ~~electronic~~Group ~~transfer~~from ofFebruary 2003 ~~securities. To~~to ~~meet DRS Requirements~~June 2007, onincluding ~~July~~President-Software 24Services, ~~2007,~~Executive Vice ~~the~~President-Healthcare ~~Board~~and, ofmost ~~Directors~~recently, ofPresident-Global ~~Matria~~Services. ~~Healthcare, Inc~~Mr. Underwood ~~(the~~served ~~“Company”)~~as President ~~amended~~and ~~the Company’s~~Chief ~~bylaws~~Executive toOfficer ~~allow~~of ~~for~~Paragon ~~the~~Solutions ~~issuance~~from ofJanuary 2000 ~~uncertificated shares~~until February 2003.

~~The Bylaws,~~ Mr. Underwood aswill ~~amended~~replace Richard M. Hassett, ~~are~~MD ~~attached~~who ~~hereto~~is leaving the Company after three years of service as ~~Exhibit~~the ~~3.1~~Company’s President and ~~are~~Chief ~~incorporated herein by reference~~Operating Officer.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

3.1 Amended Bylaws of Matria Healthcare, Inc.

SIGNATURES

Pursuant to the requirements of Section 12 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.
Date: July 30, 2007	By:	/s/ Parker H. Petit
		Parker H. Petit
		Chairman and Chief Executive Officer


	Matria Healthcare, Inc.
	By:	/s/ Parker H. Petit
		Parker H. Petit
		Chairman and Chief Executive Officer

Dated: February 4, 2008

EXHIBIT INDEX

Exhibit Number Description of Exhibits

3.1 Amended Bylaws of Matria Healthcare, Inc.

Filing Compare · MATRIA HEALTHCARE INC