SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                              ________________

                                SCHEDULE 13G
                              ________________

                  INFORMATION TO BE INCLUDED IN STATEMENTS FILED
               PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
                    THERETO FILED PURSUANT TO RULE 13d-2(b)

                             (AMENDMENT NO.  )1

                        Total Renal Care Holdings, Inc.
                              (NAME OF ISSUER)

                         Common Stock, $.001 par value
                        (TITLE OF CLASS OF SECURITIES)

                                 89151A107
                              (CUSIP NUMBER)

                                December 31, 1999
              (Date of Event which requires Filing of this Statement)

              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)




__________________

1    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).

                               PAGE 1 OF 7 PAGES 

<PAGE>


                               13G

CUSIP No. 89151A107
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Ardsley Advisory Partners
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          Connecticut
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    4,752,500
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    4,752,500
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
          4,752,500
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          5.9%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                               PAGE 2 OF 7 PAGES

<PAGE>


                               13G

CUSIP No.  89151A107
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Philip J. Hempleman
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          United States
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    4,752,500
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    4,752,500
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
          4,752,500
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          5.9%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IN
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                               PAGE 3 OF 7 PAGES

<PAGE>


ITEM 1(a).  NAME OF ISSUER:  Total Renal Care Holdings, Inc.

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
               21250 Hawthorne Blvd., Suite 800, Torrance, California, 90503-
5517

ITEM 2(a).  NAME OF PERSON FILING:
               Ardsley Advisory Partners and Philip J. Hempleman

ITEM 2(b).  ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
               646 Steamboat Road, Greenwich, Connecticut 06836

ITEM 2(c).  CITIZENSHIP: Ardsley Advisory Partners is a Connecticut general
            partnership.  Mr. Hempleman is a United States citizen.

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:  Common Stock, $.001 par value

ITEM 2(e).  CUSIP NUMBER:  89151A107

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-
          2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

          (a) [ ]   Broker or dealer registered under Section 15 of the
                    Exchange Act.

          (b) [ ]   Bank as defined in Section 3(a)(6) of the Exchange Act.

          (c) [ ]   Insurance company as defined in Section 3(a)(19) of
                    the Exchange Act.

          (d) [ ]   Investment company registered under Section 8 of the
                    Investment Company Act.

          (e) [x]   An investment adviser in accordance with Rule 13d-
                    1(b)(1)(ii)(E);

          (f) [ ]   An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F);

          (g) [ ]   A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G); 

          (h) [ ]   A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act;

          (i) [ ]   A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act;

                              PAGE 4 OF 7 PAGES

<PAGE>


          (j) (  )  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]

ITEM 4.   OWNERSHIP.

          (a)  Amount beneficially owned: 4,752,500

          (b)  Percent of class:  

          5.9% (based on the 81,188,843 shares of Common Stock, $.001 par 
          value reported to be outstanding as of October 31, 1999, as 
          reflected in the Company's quarterly report on Form 10-Q filed 
          with the Securities and Exchange Commission by the Company for 
          the quarter ended September 30, 1999.)

          (c)  Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote
                     0
               (ii)  shared power to vote or to direct the vote
                     4,752,500
               (iii) sole power to dispose or to direct the disposition of
                     0
               (iv)  shared power to dispose or to direct the disposition
                     of 4,752,500

          By virtue of Mr. Hempleman's position as managing partner of Ardsley 
Advisory Partners, a Connecticut general partnership ("Ardsley"), Mr. 
Hempleman may be deemed to have the shared power to vote or direct the vote 
of, and the shared power to dispose or direct the disposition of, the 
4,752,500 shares of Common Stock, $.001 par value (the "Common Stock") of 
Total Renal Care Holdings, Inc. (the "Company") held by the discretionary 
accounts managed by Ardsley and Mr. Hempleman (including accounts of certain 
clients, including investment partnerships for which (i) Ardsley serves as the 
management company and (ii) a general partnership comprised of the partners 
that comprise Ardsley serves as general partner, the ("Discretionary 
Accounts")), constituting 5.9% of the 81,188,843 shares of Common Stock 
outstanding as of October 31, 1999, as reflected in the quarterly report of 
the Company on Form 10-Q filed with the Securities and Exchange Commission by 
the Company for the quarter ended September 30, 1999, and, therefore, Mr. 
Hempleman may be deemed to be the beneficial owner of such Common Stock.

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
          Not applicable.

                                   PAGE 5 OF 7 PAGES

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ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
          This Schedule 13G is filed by Ardsley, which is an investment 
adviser registered under Section 203 of the Investment Advisers Act of 1940, 
as amended, with respect to the 4,752,500 shares of Common Stock held at 
December 31, 1999 by the Discretionary Accounts managed by Ardsley and Mr. 
Hempleman.

          By reason of the provisions of Rule 13d-3 under the Act, Ardsley and 
Mr. Hempleman may be deemed to own beneficially the shares of Common Stock 
owned by the Discretionary Accounts.  Each client for whose account Ardsley 
had purchased Common Stock has the right to receive or the power to direct the 
receipt of dividends from, or the proceeds from the sale of, such Common Stock 
purchased for his account.  No such client has any of the foregoing rights 
with respect to more than five percent of the class of securities identified 
in Item 2(d).  There is no agreement or understanding among such persons to 
act together for the purpose of acquiring, holding, voting or disposing of any 
such securities.

          To the knowledge of Ardsley, no other person has the right to 
receive or the power to direct the receipt of dividends from, or the proceeds 
from the sale of, a number of such Common Stock which represents more than 
five percent of the number of outstanding shares of Common Stock.

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 THE GROUP.
          Not applicable.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.
          Not applicable.

                                   PAGE 6 OF 7 PAGES

<PAGE>



ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, 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 purposes
or effect.



                            SIGNATURE

          After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.




                              February __, 2000




                              /s/ Philip J. Hempleman
                              -----------------------
                              Philip J. Hempleman, as
                              Managing Partner of 
                              Ardsley Advisory Partners



                              /s/ Philip J. Hempleman
                              -----------------------
                              Philip J. Hempleman


                                   PAGE 7 OF 7 PAGES