SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCAW ROBERTA L

(Last)

(First)

(Middle)

1850 PARKWAY PLACE

(Street)

MARIETTA

30067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MATRIA HEALTHCARE INC [ MATR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Legal & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2004		S		4,677	D	$35.64	1,602	D
Common Stock	11/15/2004		S		500	D	$35.64	0	I	By minor children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$22	02/27/1997		J		750		02/27/2000	02/27/2007	Common Stock	750	$22	750	D
Option (right to buy)	$26.75	10/20/1997		J		2,156		04/01/2000	10/20/2007	Common Stock	2,156	$26.75	2,156	D
Option (right to buy)	$21	02/24/1998		J		4,019		02/24/2002	02/24/2008	Common Stock	4,019	$21	4,019	D
Option (right to buy)	$17.5	04/23/1998		J		625		04/23/2002	04/23/2008	Common Stock	625	$17.5	625	D
Option (right to buy)	$16.5	01/19/1999		J		4,325		01/19/2002	01/19/2009	Common Stock	4,325	$16.5	4,325	D
Option (right to buy)	$21.5	02/23/2000		J		4,430		02/23/2004	02/23/2010	Common Stock	4,430	$21.5	4,430	D
Option (right to buy)⁽¹⁾	$14.63	02/16/2001		J		4,430		02/16/2005	02/16/2011	Common Stock	4,430	$14.63	4,430	D
Option (right to buy)⁽²⁾	$15.85	05/24/2001		J		1,500		05/24/2005	05/24/2011	Common Stock	1,500	$15.85	1,500	D
Option (right to buy)⁽³⁾	$18.91	07/24/2001		J		4,500		07/24/2005	07/24/2011	Common Stock	4,500	$18.91	4,500	D
Option (right to buy)⁽⁴⁾	$18.55	02/19/2002		J		3,140		02/19/2006	02/19/2012	Common Stock	3,140	$18.55	3,140	D
Option (right to buy)⁽⁵⁾	$8.76	03/12/2003		J		6,900		03/12/2008	03/12/2013	Common Stock	6,900	$8.76	6,900	D
Option (right to buy)⁽⁶⁾	$20.37	12/18/2003		J		14,687		12/18/2008	12/18/2013	Common Stock	14,687	$20.37	14,687	D
Option (right to buy)⁽⁷⁾	$25.18	08/11/2004		A		6,000		08/11/2009	08/11/2014	Common Stock	6,000	$25.18	6,000	D

Explanation of Responses:

1. 2,215 shares vested with remaining shares to vest no later than 2/16/05.

2. 750 shares vested with remaining shares to vest no later than 05/24/2005.

3. Granted 07/24/2001 with full vesting to occur no later than 4 years from 07/24/2001 and no sooner than 2 years from 07/24/2001 with accelertion based on Matria's performance.

4. Granted 02/19/2002 will full vesting to occur no later than 4 years from 02/19/2002 and no sooner than 2 years from 02/19/2002 with acceleration based on Matria's performance.

5. Granted 03/12/2003 and vests 20% per annum thereafter.

6. Granted 12/18/2003 and vests 20% per annum thereafter.

7. Granted 8/11/2004 and vests 20% per annum thereafter.

Remarks:

	Kim L. Blankenship, Attorney in fact for Roberta L. McCaw	11/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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