Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCOGGINS YVONNE V
   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)
SVP Business Analysis
(Last)
(First)
(Middle)
1850 PARKWAY PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
06/05/2007
(Street)

MARIETTA, GA 30067		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock (1) 06/05/2007   A   1,000 A $ 0 12,000 D  
Common Stock (2) 06/05/2007   A   2,000 A $ 0 14,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 12.37 02/19/2002   J   2,144   02/19/2006 02/19/2012 Common Stock 2,144 $ 12.37 2,144 D  
Option (right to buy) $ 5.84 03/12/2003   J   5,459   03/12/2007 03/12/2013 Common Stock 5,459 $ 5.84 5,459 D  
Option (right to buy) $ 7.15 04/22/2003   J   1,800   04/22/2008 04/22/2013 Common Stock 1,800 $ 7.15 1,800 D  
Option (right to buy) (3) $ 11.97 09/29/2003   J   6,000   09/29/2008 09/29/2013 Common Stock 6,000 $ 11.97 6,000 D  
Option (right to buy) (4) $ 13.58 12/18/2003   J   16,806   12/18/2008 12/18/2013 Common Stock 16,806 $ 13.58 16,806 D  
Option (right to buy) (5) $ 16.79 08/11/2004   J   9,000   08/11/2009 08/11/2014 Common Stock 9,000 $ 16.79 9,000 D  
Option (right to buy) (6) $ 29.97 06/08/2005   J   7,500   06/08/2010 06/08/2015 Common Stock 7,500 $ 29.97 7,500 D  
Option (right to buy) (7) $ 34.47 07/20/2005   J   10,000   07/20/2010 07/20/2015 Common Stock 10,000 $ 34.47 10,000 D  
Option (right to buy) (8) $ 34.67 11/08/2005   J   10,000   11/08/2008 11/08/2015 Common Stock 10,000 $ 34.67 10,000 D  
Option (right to buy) (9) $ 40.33 01/04/2006   J   10,000   01/04/2009 01/04/2016 Common Stock 10,000 $ 40.33 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCOGGINS YVONNE V
1850 PARKWAY PLACE
MARIETTA, GA 30067		       SVP Business Analysis  

Signatures

 Roberta L. McCaw, Attorney-in-Fact for Yvonne V. Scoggins   06/07/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Grant of restricted stock, which will vest in equal one-third increments over a period of three years.
(2) Grant of restricted stock, which will vest on subsequent anniversaries upon the achievement of certain performance criteria.
(3) Granted on 09/29/2003 and vests 20% per annum thereafter.
(4) Granted on 12/18/2003 and vests 20% per annum thereafter.
(5) Granted on 08/11/2004 and vests 20% per annum thereafter.
(6) Granted on 06/08/2005 and vests 20% per annum thereafter.
(7) Granted on 07/20/2005 and vests 20% per annum thereafter.
(8) Granted on 11/08/2005 and vests 33 1/3% per annum thereafter.
(9) Granted on 01/04/2006 and vests 33 1/3% per annum thereafter.

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