SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.: 2 )*
NAME OF ISSUER: Matria Healthcare, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 576817100
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2001
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following page(s))
PAGE 1 OF 4 PAGES
13G
CUSIP No.: 576817100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Explorer Fund
2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
A. B. X
---------------------
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
553,200
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
553,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32
12. TYPE OF REPORTING PERSON
IV
PAGE 2 OF 4 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
UNDER THE SECURITIES ACT OF 1934
-----------
Check the following [line] if a fee is being paid with this statement: n/a
ITEM 1(A) - NAME OF ISSUER:
Matria Healthcare, Inc.
ITEM 1(B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1850 Parkway Place, Suite 1200
Marietta, GA 30067
ITEM 2(A) - NAME OF PERSON FILING:
Vanguard Explorer Fund
ITEM 2(B) - ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
100 Vanguard Blvd., Malvern, PA 19355
ITEM 2(C) - CITIZENSHIP:
The Fund is a business trust organized under the laws of the Commonwealth
of Delaware.
ITEM 2(D) - TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) - CUSIP NUMBER
576817100
ITEM 3 - TYPE OF FILING:
This statement is being filed pursuant to Rule 13d-1. The person filing is
an investment company registered under Section 8 of the Investment Company Act.
ITEM 4 - OWNERSHIP:
(a) Amount Beneficially Owned:
553,200
(b) Percent of Class:
6.32
PAGE 3 OF 4 PAGES
(c) Number of shares as to which such person has:
(i) sole power to vote or direct to vote:
553,200
(ii) shared power to vote or direct to vote:
-0-
(iii)sole power to dispose of or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
553,200
ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF GROUP:
Not applicable
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10 - CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE 1-31-2002 BY /S/ JOSEPH F. DIETRICK
--------------------- -------------------------------
JOSEPH F. DIETRICK
Page 4 of 4 Pages