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



                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) October 25, 1996
                                                 ----------------

                        Total Renal Care Holdings, Inc.
                        -------------------------------
            (Exact name of registrant as specified in its charter)



      Delaware                    1-4034               51-0354549
- -------------------------------------------------------------------------------
(State or other                (Commission           (I.R.S. Employer
jurisdiction                   File Number)          Identification No.)
of incorporation)




21250 Hawthorne Boulevard, Suite 800, Torrance, California      90503
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          (Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code   (310) 792-2600
                                                   ----------------------------

                                      N/A
- -------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

                                                               Page 1 of 3 Pages

 
ITEM 5.   OTHER EVENTS.


          Attached as Exhibit 20 is the press release issued by Total Renal Care
                      ----------                                                
Holdings, Inc. dated October 24, 1996, which is hereby incorporated by reference
herein.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.


          (c)  Attached as Exhibit 20 is the press release issued by Total Renal
                           ----------                                           
Care Holdings, Inc. dated October 25, 1996.


                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       TOTAL RENAL CARE HOLDINGS, INC.



Dated:  October 25, 1996               By: /s/ Barry C. Cosgrove
                                           --------------------------
                                           Barry C. Cosgrove
                                           Vice President, General Counsel
                                           and Secretary

                                       2

 
                                 EXHIBIT INDEX

Exhibit Description of Page Exhibit Number - ------- ------------------------------------------------- ------ 20 Press release, dated October 25, 1996. =============================================================================
3

 
                                                                      EXHIBIT 20

                                 PRESS RELEASE


FOR FURTHER INFORMATION PLEASE CONTACT:

 AT THE COMPANY                               AT THE FINANCIAL RELATIONS BOARD
 --------------                               --------------------------------
 VICTOR M.G. CHALTIEL, CEO                      DANIEL SAKS, GENERAL INFORMATION
 OR JOHN E. KING, CFO                             MOIRA CONLON, INVESTOR CONTACT
 AT (310) 792-2600                                   STEVE SEILER, MEDIA CONTACT
                                                               AT (310) 442-0599
                                                 KATHY BRUNSON, INVESTOR CONTACT
                                                               AT (312) 266-7800


                 TOTAL RENAL CARE REPORTS NET REVENUES UP 96%
   AND EARNINGS (BEFORE EXTRAORDINARY ITEM) UP 163% FOR THIRD QUARTER, 1996


     Earnings Per Share at 25 cents, Up 56% on 70% More Shares Outstanding

Third Quarter/Recent Highlights:
     .  Revenues rise 96% to $73,333,000
     .  Earnings (before extraordinary item) rise 163% to $6,536,000
     .  Addition of 15 centers, 230 stations, and over 1,700 patients since July
           1, 1996 for a current total of over 9,700 patients
     .  Letter of intent signed for 5 more centers with 300 patients
     .  Secured additional managed care contracts for a current total of 111
     .  Repurchased all outstanding 12% Senior Subordinated Discount Notes on 
           September 30, 1996 (incurring a $7.7 million extraordinary charge)
     .  Secured a $400 million new credit line (currently at an interest rate of
           6.125%) to replace former $130 million line

     TORRANCE, Calif., October 25, 1996 -- Continuing the disciplined execution 
of its aggressive growth strategy, Total Renal Care Holdings, Inc. (NYSE:TRL) 
today announced another record for revenues, earnings (before extraordinary 
item), and earnings per share for the quarter and nine months ended September 
30, 1996.  All figures are restated to reflect a change in the Company's fiscal 
year-end to December 31 from May 31.

     Revenues increased 96% to $73.3 million in the third quarter of 1996 from 
$37.4 in the corresponding period of 1995.  Earnings (before extraordinary item)
increased 163% to $6.5 million from $2.5 million, and earnings per share 
increased 56% to $0.25 from $0.16 on 70% more shares outstanding.  During the 
third quarter of 1996, Total Renal Care retired the remaining $65 million 
outstanding of Discount Notes at maturity incurring a $7.7 million extraordinary
charge (net of taxes).


                                    -more-

 
     Total Renal Care
     Add 1


     "Since June 30, 1996, we have continued to execute our aggressive, 
disciplined growth strategy by adding 15 centers, 230 dialysis stations and over
1,700 patients since July 1, 1996, for a current total of 9,700 patients," said 
Victor M.G. Chaltiel, TRL Chairman, President and Chief Executive Officer. "In 
addition, we have signed letters of intent to acquire five more facilities for a
total of 300 patients.  Moreover, the company has entered into a number of 
additional managed care contracts for a current total of 111, including 
contracts with Aetna and Maxicare in the New Orleans area to service virtually 
all of their local ESRD patients."

     Revenues increased 101% to $188.2 million in the first nine months of 1996,
from $93.5 million in the corresponding period of 1995.  Earnings (before 
extraordinary item) increased 207% to $16.5 million from $5.4 million and 
earnings per share increased 80% to $0.65 from $0.35 on 65% more shares 
outstanding.

     On October 17, 1996, Total Renal Care significantly increased its borrowing
capacity to fund its aggressive, disciplined growth strategy by replacing its
existing $130 million bank facility with a new seven-year $400 million revolving
credit facility arranged by The Bank of New York and Donaldson, Lufkin &
Jenrette, Inc. The current interest rate on this facility is 6.125%.

     Based in Torrance, Calif., Total Renal Care Holdings, Inc., is the third 
largest provider of integrated dialysis services in the U.S. for patients 
suffering from chronic kidney failure.  The Company owns and operates 
high-quality, free-standing kidney dialysis centers and home peritoneal dialysis
programs in 16 states, Washington, DC, and Guam, and also provides high-quality 
acute hemodialysis services to inpatients on behalf of 82 hospitals. TRL has 
increased its number of outpatient dialysis facilities to 127 with 1,855 
stations and provides services to more than 9,700 patients.  The Company 
additionally operates ESRD laboratory and pharmacy facilities, as well as 
vascular access management and transplant services programs.

     For information on Total Renal Care Holdings, Inc., via facsimile at no
cost, call 1-800-PRO-INFO and dial company code 039.


                         (Financial Tables to follow)



                                    -more-

 
     Total Renal Care
     Add 2

                        TOTAL RENAL CARE HOLDINGS, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

        Three Months and Nine Months Ended September 30, 1996 and 1995


Three Months Nine Months --------------------------- ---------------------------- 1996 1995 1996 1995 ----------- ----------- ------------ ----------- Net operating revenues $73,333,000 $37,415,000 $188,153,000 $93,508,000 Operating expenses: Facilities 49,474,000 23,884,000 126,121,000 60,304,000 General and administrative 4,943,000 3,107,000 13,644,000 8,307,000 Provision for doubtful accounts 1,559,000 757,000 3,892,000 2,023,000 Depreciation and amortization 4,231,000 1,891,000 10,263,000 4,564,000 ----------- ----------- ------------ ----------- Total operating expenses 60,207,000 29,639,000 153,920,000 75,198,000 ----------- ----------- ------------ ----------- Operating income 13,126,000 7,776,000 34,233,000 18,310,000 Interest expense (1,719,000) (2,813,000) (5,869,000) (7,534,000) Interest income 394,000 73,000 2,007,000 247,000 ----------- ----------- ------------ ----------- Income before income taxes and minority interests and extraordinary item 11,801,000 5,036,000 30,371,000 11,023,000 Income taxes 4,386,000 1,774,000 11,537,000 3,852,000 ----------- ----------- ------------ ----------- Income before minority interests and extraordinary item 7,415,000 3,262,000 18,834,000 7,171,000 Minority interests in income of consolidated subsidiaries 879,000 777,000 2,296,000 1,787,000 ----------- ----------- ------------ ----------- Income before extraordinary item 6,536,000 2,485,000 16,538,000 5,384,000 Extraordinary loss related to early extinguishment of debt, net of tax 7,700,000 0 7,700,000 0 ----------- ----------- ------------ ----------- Net (loss) income $(1,164,000) $ 2,485,000 $ 8,838,000 $ 5,384,000 =========== =========== ============ =========== Earnings (loss) per common share: Income before extraordinary item $ 0.25 $ 0.16 $ 0.65 $ 0.35 Extraordinary item $ (0.29) ---- $ (0.30) ---- ----------- ----------- ------------ ----------- Net (loss) income $ (0.04) $ 0.16 $ 0.35 $ 0.35 =========== =========== ============ =========== Weighted average number of common shares and equivalents outstanding 26,661,000 15,690,000 25,409,000 15,427,000 =========== =========== ============ ===========
-more- Total Renal Care Add 3 TOTAL RENAL CARE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 1996 and December 31, 1995
September 30, 1996 December 31, 1995 (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 5,440,000 $ 30,181,000 Accounts receivable, less allowances for doubtful accounts of $10,734,000 and $5,668,000, respectively 95,314,000 40,014,000 Receivable from Tenet, a related company 322,000 432,000 Other current assets 14,854,000 4,867,000 ------------ ------------ Total current assets 115,930,000 75,494,000 Property and equipment, net 49,443,000 25,505,000 Note receivable from a related party 1,851,000 1,379,000 Investment in affiliate, at equity 1,018,000 972,000 Other long-term assets 899,000 885,000 Intangible assets, net of accumulated amortization of $12,152,000 and $7,353,000, respectively 151,279,000 59,763,000 ------------ ------------ Total assets $320,420,000 $163,998,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Liabilities: Total current liabilities $ 30,677,000 20,803,000 Deferred income taxes 1,052,000 510,000 Long-term debt and other 79,007,000 56,538,000 Minority interests 5,326,000 3,343,000 Stockholders' equity: Common stock, voting ($.001 par value; 55,000,000 shares authorized; 25,926,729 and 22,308,207 issued and outstanding, respectively) 26,000 22,000 Preferred stock, ($.001 par value; 5,000,000 shares authorized, none outstanding) ---- ---- Additional paid-in capital 236,433,000 123,710,000 Notes receivable from stockholders (2,783,000) (2,773,000) Retained earnings (deficit) (29,318,000) (38,155,000) ------------ ------------ Total stockholder's equity 204,358,000 82,804,000 ------------ ------------ Total liabilities and stockholders' equity $320,420,000 $163,998,000 ============ ============