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                                                                    EXHIBIT 4.12


                      FOURTH AMENDMENT TO CREDIT AGREEMENT
                                   AND WAIVER

         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of the
30th day of March, 2001 (this "Amendment"), is made among MATRIA HEALTHCARE,
INC., a Delaware corporation (the "Borrower"), the Required Lenders (as defined
in the Credit Agreement referred to below), and FIRST UNION NATIONAL BANK, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").

                                    RECITALS

         A. The Borrower, certain banks and other financial institutions, the
Administrative Agent, and Harris Trust and Savings Bank, as Co-Agent, are
parties to a Credit Agreement, dated as of January 19, 1999 (as amended, the
"Credit Agreement"), providing for the availability of certain credit facilities
to the Borrower upon the terms and conditions set forth therein. Capitalized
terms used herein without definition shall have the meanings given to them in
the Credit Agreement.

         B. The Borrower and the Required Lenders have agreed to amend the
Credit Agreement, and the Required Lenders have agreed to waive certain
requirements contained therein, upon the terms and conditions set forth herein.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Amendment to Restricted Payments Covenant. Section 8.6 of the Credit
Agreement is hereby amended by amending and restating clause (v) thereof in its
entirety as follows:

                  "(v) Matria may purchase, redeem, retire or otherwise acquire
         for value shares of its common stock in an aggregate amount not
         exceeding $6,000,000 for all such purchases, redemptions, retirements
         and acquisitions from and after the Closing Date; and"

         2. Waiver. The Borrower has delivered to the Administrative Agent and
the Lenders certain preliminary financial information with respect to the fiscal
year ended December 31, 2000. Based upon such financial information, the
Borrower has acknowledged that it has failed to comply with the provisions of
Section 7.3 of the Credit Agreement (the "Fixed Charge Coverage Ratio") as of
the last day of the fiscal quarter ended December 31, 2000. Additionally, the
Borrower has acknowledged that it has failed to comply with the Fixed Charge
Coverage Ratio as of the last day of each of the fiscal quarters ended June 30,
2000 and September 30,


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2000, which failure to comply arises from the inclusion of income tax expense
not originally taken into account in the computation of the Fixed Charge
Coverage Ratio at such dates. As a consequence of each such instance of
noncompliance (collectively, the "Specified Defaults"), an Event of Default has
occurred and is continuing under the Credit Agreement. The Borrower has
requested that the Required Lenders waive the Specified Defaults, and the
Required Lenders have agreed to provide such waiver on the terms and conditions
set forth herein.

         Accordingly, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Required Lenders hereby agree that the Specified Defaults
shall be, and they hereby are, waived. If any Default or Event of Default (other
than with respect to the Specified Defaults being waived as specifically
described hereinabove) should occur and be continuing under the Credit
Agreement, the Administrative Agent and the Lenders will be under no obligation
to forbear the exercise of their rights and remedies under the Credit Agreement,
the other Credit Documents, applicable law or otherwise. The waiver of the
Required Lenders set forth herein is limited as specified, and shall not
constitute or be deemed to constitute an amendment, modification or waiver of
any provision of the Credit Agreement or a waiver of any Default or Event of
Default except as expressly set forth herein.

         3. Representations and Warranties. As an inducement to obtain the
waiver provided for herein, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that, after giving effect to this
Amendment:

         (a) Each of the representations and warranties contained in the Credit
Agreement and in the other Credit Documents is true and correct on and as of the
date hereof with the same effect as if made on and as of the date hereof (except
to the extent any such representation or warranty is expressly stated to have
been made as of a specific date, in which case such representation or warranty
is true and correct as of such date);

         (b) No Default or Event of Default has occurred and is continuing; and

         (c) The Borrower has, on or prior to the date hereof, repurchased
$5,567,591 of its common stock under the provisions of Section 8.6(v) of the
Credit Agreement.

         4. Approval Fee. In consideration of, and as a condition to the
effectiveness of, the waiver granted herein, the Borrower shall have paid to the
Administrative Agent, for the account of each Lender that executes and delivers
this Amendment prior to 5:00 p.m. Charlotte, North Carolina time on March 29,
2001, a fee in the amount of 12.5 basis points (0.125%) on the aggregate
principal amount of such Lender's Revolving Credit Commitment and outstanding
Term Loans.

         5. Effect of Amendment. From and after the date hereof, all references
to the Credit Agreement set forth in any other Credit Document or other
agreement or instrument shall, unless otherwise specifically provided, be
references to the Credit Agreement as amended by this Amendment and as may be
further amended, modified, restated or supplemented from time to time. This
Amendment is limited as specified and shall not constitute or be deemed to
constitute an amendment, modification or waiver of any provision of the Credit
Agreement except as




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expressly set forth herein. Except as expressly amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.

         6. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia (without regard to
the conflicts of law provisions thereof).

         7. Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.

         8. Successors and Assigns. This Amendment shall be binding upon, inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.

         9. Construction. The headings of the various sections and subsections
of this Amendment have been inserted for convenience only and shall not in any
way affect the meaning or construction of any of the provisions hereof.

         10. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.





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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.


                                    /s/ MATRIA HEALTHCARE, INC.


                                    /s/ FIRST UNION NATIONAL BANK, as
                                        Administrative Agent and as Lender


                                    /s/ HARRIS TRUST AND SAVINGS BANK,
                                        as Co-Agent and as Lender


                                    /s/ BANKERS TRUST COMPANY


                                    /s/ FINOVA CAPITAL CORPORATION


                                    /s/ LASALLE BANK NATIONAL ASSOCIATION


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