MATRIA HEALTHCARE, INC.

      As filed with the Securities and Exchange Commission on [October 29, 2001]

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

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             MATRIA HEALTHCARE, INC.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                    58-2205984
 (State of Incorporation)             (I.R.S. Employer Identification Number)

         1850 Parkway Place
         12th Floor
         Marietta, Georgia                                    30067
         (Address of Principal Executive Offices)           (Zip Code)

Securities Act registration statement file number to which this
form relates: 000-20619.

         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (d), check the following box. [ X ]

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                            None

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock Purchase Right






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission (File 000-20619) on February
7, 1996, (the "Original Form 8-A") by Matria Healthcare, Inc., a Delaware
corporation (the "Registrant"), relating to, among other matters, the Rights
Agreement, dated January 30, 1996 between Registrant and SunTrust Bank, a
Georgia banking corporation (the "Rights Agent"). The information contained in
this Form 8-A/A supplements and amends the information contained in the Original
Form 8-A.

         On April 27, 1999, the Registrant entered into an Amended and Restated
Rights Agreement with Rights Agent with respect to the Registrant's common stock
(the "Amended Rights Agreement"). The substance of that amendment was to change
the requirement that the action of a majority of the Continuing Directors (as
defined in the Rights Agreement) be required with respect to certain matters to
require instead the action of a majority of all Directors. In addition, the
amendment required the affirmative action of the Board of Directors for the
issuance of rights following a tender or exchange offer. A copy of the Amended
Rights Agreement is filed as Exhibit 4 to the Registrant's Form 10-Q, for the
quarterly period ending March 31, 1999, and is incorporated herein by reference.

     On October 5, 2001,  the  Registrant  entered into  Amendment  No. 1 to the
Amended Rights Agreement with the Rights Agent  ("Amendment No. 1"). Pursuant to
Amendment  No. 1, the  parties  amended  Section 29 of the Rights  Agreement  to
eliminate  language  exempting the Board of Directors from liability.  A copy of
Amendment No. 1 is filed as Exhibit 2 to this Form 8-A/A.

         The Amended Rights Agreement and Amendment No. 1 require modifications
of the Registrant's description of Common Stock Purchase Rights, set forth in
Form S-4, filed as of February 7, 1996, under the caption "Operation, Management
and Business of Newco after the Merger--Description of Capital Stock of Newco,"
and incorporated by reference into the original Form 8-A. These modifications
are reflected in the revised description of the Common Stock Purchase Rights,
which is filed as Exhibit 3 to this Form 8A-/A and is incorporated herein by
reference.

         The foregoing summary description of the Amended Rights Agreement,
Amendment No. 1, and the revised description of rights do not purport to be
complete and are qualified in their entirety by reference to the exhibits hereto
which are incorporated herein by reference.

ITEM 2.  EXHIBITS

         List below all exhibits filed as a part of the registration statement:


Exhibit No.   Description

4(a) Amended  and  Restated  Rights  Agreement,  dated  as of  April  27,  1999.
     (Previously  filed as Exhibit 4 to Form 10-Q,  for the period  ending March
     31, 1999, and incorporated herein by reference).

4(b) Amendment  No. 1 to Amended  and  Restated  Rights  Agreement,  dated as of
     October 5, 2001.

4(c) Revised description of the Common Stock Purchase Rights.






                                                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                               MATRIA HEALTHCARE, INC.


Date:October 29, 2001          By:_______________________________
                               Name:  George W. Dunaway
                               Title: VP Finance and Chief Financial Officer






                                  EXHIBIT INDEX

Exhibit No.                Description

4(a) Amended  and  Restated  Rights  Agreement,  dated  as of  April  27,  1999.
     (Previously  filed as Exhibit 4 to Form 10-Q,  for the period  ending March
     31, 1999, and incorporated herein by reference.

4(b) Amendment  No. 1 to Amended  and  Restated  Rights  Agreement,  dated as of
     October 5, 2001.

4(c) Revised description of the Common Stock Purchase Rights.