As filed with the Securities and Exchange Commission on March 31, 1999
                                                      Registration No. 333-
                                                                           ----
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                       Under The Securities Act of 1933
                          --------------------------
                        TOTAL RENAL CARE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                      51-0354549
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)
                          --------------------------

                        Total Renal Care Holdings, Inc.
                  1999 Non-Executive Officer and Non-Director
                           Equity Compensation Plan
                           (Full title of the plan)

                                 JOHN E. KING
                            Chief Financial Officer
                        Total Renal Care Holdings, Inc.
                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
                          --------------------------

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                              Cynthia M. Dunnett
                              Riordan & McKinzie
                        300 S. Grand Avenue, 29th Floor
                         Los Angeles, California 90071
                                (213) 629-4824

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================ Title of each class of Amount Maximum Maximum Amount of securities to be to be Offering Price Aggregate Registration registered Registered Per Share/(1)/ Offering Price Fee - ---------------------------------------------------------------------------------------------------------------------------- Common Stock 4,000,000 shares 10.44 41,760,000 $ 11,610 ============================================================================================================================
/(1)/ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based on the average of the high and low sales prices of our common stock on March 29, 1999, respectively, as reported on the New York Stock Exchange. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The SEC allows us to "incorporate by reference" into this prospectus the documents we file with them, which means that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference into this registration statement is considered to be part of this registration statment, and information that we file later with the SEC automatically updates and supersedes any information in this registration statement. We incorporate by reference into this registration statement the documents listed below: (1) Our annual report on Form 10-K for the fiscal year ended December 31, 1998; and (2) The description of our common stock contained in our registration statement on Form 8-A, filed October 21, 1995. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. We are a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person against expenses, judgments, fines and settlements actually and reasonably incurred by that person in connection with a threatened, pending or completed suit or proceeding in which that person is involved by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, provided that: . The person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation; and . With respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. II-1 If the suit is by or in the name of the corporation, the corporation may indemnify the person against expenses actually and reasonably incurred by him or her in connection with the defense or settlement of the suit if the person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation. No indemnification may be made, however, when the person is found to be liable to the corporation unless the court in which the suit is brought determines that the person is fairly and reasonably entitled to indemnity for an expense. Article XI, Section 1 of our bylaws provides for indemnification of persons to the fullest extent permitted by the Delaware General Corporation Law. In accordance with the Delaware General Corporation Law, our certificate of incorporation limits the personal liability of our directors for violations of their fiduciary duty. The certificate of incorporation eliminates each director's liability to us or our stockholders for monetary damages except: . For any breach of the director's duty of loyalty to us or our stockholders; . For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; . Under Section 174 of the Delaware General Corporation Law which provides for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions; or . For any transaction from which a director derived an improper benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence. This provision will not, however, limit the liability of directors for violations of the federal securities laws. Item 7. Exemptions from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and Non- Director Equity Compensation Plan. 5.1 Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings, Inc. 23.1 Consent of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings, Inc. (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on page II-4). II-2 Item 9. Undertakings. We hereby undertake: . To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (1) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (2) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post- effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided however, that paragraphs (1) and (2) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. . That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment will be considered a new registration statement relating to the securities offered, and the offering of securities at that time will be considered the initial bona fide offering of those securities. . To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. . That, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d), that is incorporated by reference in the registration statement will be considered a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be considered the initial bona fide offering thereof. We have been advised that in the opinion of the SEC the indemnification of our directors, officers and controlling persons for liabilities under the Securities Act of 1933 is against public policy as expressed in that act and is unenforceable. In the event that a claim for indemnification against these liabilities, other than our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification is against public policy as expressed in the act and will be governed by the final adjudication of that issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Torrance, State of California, on March 30, 1999. TOTAL RENAL CARE HOLDINGS, INC. By: /s/ John E. King -------------------------------------- John E. King Senior Vice President, Finance and Chief Financial Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John E. King, Victor M.G. Chaltiel and Barry C. Cosgrove, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ----- Chairman of the Board, Chief March 30, 1999 /s/ Victor M.G. Chaltiel Executive Officer, President and - ------------------------ Director (Principal Executive Victor M.G. Chaltiel Officer) Senior Vice President, Finance March 30, 1999 /s/ John E. King and Chief Financial Officer - ------------------------ (Principal Financial Officer) John E. King /s/ John J. McDonough Vice President and Chief March 30, 1999 - ------------------------ Accounting Officer (Principal John J. McDonough Accounting Officer) /s/ Maris Andersons Director March 30, 1999 - ------------------------ Maris Andersons Director March 30, 1999 /s/ Peter T. Grauer - ------------------------ Peter T. Grauer /s/ Regina E. Herzlinger Director March 30, 1999 - ------------------------ Regina E. Herzlinger /s/ Shaul G. Massry Director March 30, 1999 - ------------------------ Shaul G. Massry
II-4 Index To Exhibits Sequentially Numbered Exhibit Description Page Number - ------------- ----------- ----------- 4.1 Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and Non-Director Equity Compensation Plan. 5.1 Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings, Inc. 23.1 Consent of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings, Inc. (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on page II-4). II-5

 
                                                                     EXHIBIT 4.1

                        Total Renal Care Holdings, Inc.
                  1999 Non-Executive Officer and Non-Director
                            Equity Compensation Plan

     1.   Purpose.  The purpose of the Total Renal Care Holdings, Inc. 1999 Non-
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Executive Officer and Non-Director Equity Compensation Plan (this "Plan") is to
promote the interests of Total Renal Care Holdings, Inc. (the "Company") and its
stockholders by enabling the Company to offer Participants an opportunity to
acquire an equity interest in the Company so as to better attract, retain, and
reward employees and other persons providing services to the Company and,
accordingly, to strengthen the mutuality of interests between Participants and
the Company's stockholders by providing Participants with a proprietary interest
in pursuing the Company's long-term growth and financial success.

     2.   Definitions.  For purposes of this Plan, the following terms shall
          -----------                                                       
have the meanings set forth below.

          (a)  "Award" means an Option granted under this Plan or Restricted
Stock issued under this Plan.

          (b)  "Board" means the Board of Directors of the Company.

          (c)  "Code" means the Internal Revenue Code of 1986, as amended, and
the applicable regulations thereunder.  Reference to any specific section of the
Code shall be deemed to be a reference to any successor provision.

          (d)  "Committee" means the committee appointed by the Board, if any, 
to administer this Plan as permitted by Section 4 below or, if no such committee
is appointed, the Board.

          (e)  "Common Stock" means the common stock of Total Renal Care
Holdings, Inc. or any security issued in substitution, exchange, or in lieu
thereof.

          (f)  "Company" means Total Renal Care Holdings, Inc., a Delaware
corporation, or any successor corporation.

          (g)  "Option" means an option that is not an incentive stock option
under Section 422 of the Code.

 
          (h)  "Participant" means a person who has been granted an Option or
Restricted Stock.

          (i)  "Plan" means this 1999 Non-Executive Officer and Non-Director
Equity Compensation Plan of the Company, as it may be amended from time to time.

          (j)  "Restricted Stock" means shares of Common Stock issued pursuant 
to Section 9 of this Plan that are subject to contractual restrictions.

          (k)  "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain, as determined in
accordance with the rules of Section 424(f) of the Code.

     3.   Eligibility.  All employees and other persons providing bona fide
          -----------                                                      
services (other than persons only providing services in connection with the
offering or sale of securities in a capital raising transaction) to the Company
or any Subsidiary are eligible to receive Awards under this Plan.  However,
neither executive officers nor directors of the Company are eligible to receive
Awards under this Plan.  In the event that the Company acquires another entity,
the Committee may authorize the issuance of Awards ("Substitute Awards") to
employees and other persons in substitution of stock options or restricted stock
grants previously granted to such employees and other persons in connection with
their performance of services for the acquired entity upon such terms and
conditions as the Committee shall determine.

     4.   Administration.  This Plan shall be administered by the Board or by a
          --------------                                                       
committee consisting of two or more members of the Board appointed by the Board
to administer this Plan.  The Committee is authorized to interpret this Plan and
to adopt rules and procedures relating to the administration of this Plan.  All
actions of the Committee in connection with the interpretation and
administration of this Plan shall be binding upon all parties.  Subject to the
limitations set forth below, the Committee is expressly authorized to make such
modifications to this Plan and the Awards granted hereunder as are necessary to
effectuate the intent of this Plan as a result of any changes in the tax,
accounting, or securities laws treatment of Participants and the Plan.  The
Committee may delegate its responsibilities to others under such conditions and
limitations as it may prescribe.

     5.   Effective Date of this Plan.  This Plan shall be effective on March
          ---------------------------                                        
11, 1999. No Awards may be granted under this Plan prior to its effective date.
This Plan may be terminated by the Board at any time.  Unless earlier terminated
by the Board, this Plan shall terminate as of the close of business on the day
prior to the tenth (10/th/) anniversary of the effective date of this Plan.  The
foregoing notwithstanding, the termination of this Plan shall

                                       2

 
not adversely affect the rights of any Participant with respect to any Award
outstanding as of the time of such termination.

     6.   Shares Subject to this Plan.  The aggregate number of shares of Common
          ---------------------------                                           
Stock which may be issued pursuant to this Plan shall be four million
(4,000,000).  This number may be adjusted from time to time as set forth in
Section 12 below.  Upon the expiration or termination of any Option granted
under this Plan which shall not have been exercised in full, the shares of
Common Stock remaining unissued under such Option shall again become available
for granting under the Plan.  Upon the repurchase or forfeiture of any shares of
Restricted Stock issued hereunder, such repurchased shares of Common Stock shall
again become available for issuance under this Plan.

     7.   Form of Options.  Options shall be granted under this Plan on such
          ---------------                                                   
terms and in such form as the Committee may approve, which shall not be
inconsistent with the provisions of this Plan, and which need not be the same
for each such grant.  The terms and conditions of each Option shall include, in
addition to such other terms and conditions as may be established by the
Committee, (a) the per share exercise price of such Option, (b) the termination
date of such Option, and (c) the effect on such Option of the termination of the
Participant's employment.

     8.   Exercise of Options.  Options are exercised by payment of the full
          -------------------                                               
amount of the purchase price to the Company as follows:

          (a)  The payment shall be in the form of cash or such other forms of
consideration as the Committee shall deem acceptable, such as the surrender of
outstanding shares of Common Stock owned by the Participant for the minimum
period of time necessary to avoid adverse accounting treatment (if applicable).

          (b)  The Committee may authorize the exercise of Options by the
delivery to the Company or its designated agent of an irrevocable written notice
of exercise form together with irrevocable instructions to a broker-dealer to
sell or margin a sufficient portion of the shares of Common Stock and to deliver
the sale or margin loan proceeds directly to the Company to pay all or a portion
of the exercise price of the Options.

          (c)  Options shall only be exercised for whole numbers of shares.

     9.   Restricted Stock.  The Committee may issue Restricted Stock upon such
          ----------------                                                     
terms, restrictions and conditions as it may deem appropriate, which need not be
the same for each grant.  Restricted Stock may be issued for such consideration
as the Committee may determine.  However, in no case shall shares of Restricted
Stock be issued for less than the minimum consideration required by law, if any.
A Participant who receives a grant of Restricted Stock may elect, pursuant to
Section 83(b) of the Code, to have income recognized

                                       3

 
and measured at the date of the grant and to have the applicable capital gain
holding period commence as of that date.

     10.  Modification of Awards.  The Committee may modify any outstanding
          ----------------------                                           
Award as it deems appropriate.  Such authority shall include, without
limitation, the right to decrease the exercise price of any Option, accelerate
the right to exercise any Option and modify any restrictions with respect to any
Restricted Stock.  However, no modification may be made to any Award that would
adversely affect the rights of the Participant with respect to any outstanding
Award without such Participant's consent.

     11.  Transfer Restrictions.  Options granted to such Participant under this
          ---------------------                                                 
Plan are exercisable only by the Participant and are not assignable or
transferable, except by will or the laws of descent and distribution.  Shares of
Restricted Stock shall be subject to such restrictions on transferability as may
be imposed by the Committee.

     12.  Adjustments.  In the event of any stock split, reverse stock split,
          -----------                                                        
stock dividend, recapitalization, combination, reclassification, reorganization,
merger, combination, consolidation, exchange of Common Stock, spinoff or other
distribution of Company assets to stockholders (other than normal cash
dividends), the Committee may, in such manner and to such extent, if any, as it
deems appropriate and equitable, authorize such adjustments with respect to:
(a) the number and kind of shares for which Awards may be granted under this
Plan, (b) the number and kind of shares covered by outstanding Awards, and (c)
the per share exercise price of outstanding Options and the per share repurchase
price of outstanding Restricted Stock.  In connection with any merger or
consolidation of the Company with or into another entity in which the Company is
not the surviving corporation or as a result of which the Common Stock ceases or
will cease to be publicly traded, the Committee may, but shall not be required
to, by resolution terminate all outstanding Options effective upon the
consummation of such merger or consolidation, provided that, as a condition to
such termination, all restrictions on the exercisability of such Options (i.e.,
vesting provisions) shall be eliminated and the holders thereof shall be given
at least twenty (20) days prior to such termination to exercise such Options
without regard to any such restrictions.

     13.  Amendment of this Plan.  The Board may amend this Plan at any time.
          ----------------------                                             
However, no such amendment may adversely affect the rights of any Participant
with respect to any outstanding Award without the Participant's consent.

     14.  Tax Withholding.  The Company shall have the right to take such
          ---------------                                                
actions as may be necessary to satisfy its tax withholding obligations arising
because of the operation of this Plan.  To the extent authorized by the
Committee, Participants may surrender previously acquired shares of Common Stock
or have shares withheld upon the exercise of an Option in satisfaction of the
tax withholding obligations.  However, the maximum number of shares that may be
withheld for this purpose is the minimum number needed to satisfy the applicable
income tax withholding rules.

                                       4

 
     15.  No Additional Rights.  Neither the adoption of this Plan nor the
          --------------------                                            
granting of any Option or the issuance of any Restricted Stock shall (a) affect
or restrict in any way the power of the Company to undertake any corporate
action otherwise permitted under applicable law, (b) confer upon any Participant
the right to continue performing services for the Company, or (c) interfere in
any way with the right of the Company to terminate the services of any
Participant at any time, with or without cause, subject to such other
contractual obligations which may exist.  No Participant shall have any rights
as a stockholder with respect to any shares covered by an Option granted to the
Participant until the date a certificate for such shares has been issued to the
Participant following the exercise of the Option.

     16.  Securities Law Restrictions.
          --------------------------- 

          (a)  No shares of Common Stock shall be issued under this Plan unless
the Committee shall be satisfied that the issuance will be in compliance with
applicable federal and state securities laws, as well as the requirements of any
stock exchange or quotation system on which the Common Stock is traded.  The
Committee may require certain investment or other representations and
undertakings by the person exercising an Option or purchasing Restricted Stock
in order to comply with applicable law.  Certificates for shares of Common Stock
delivered under this Plan may be subject to such restrictions as the Committee
may deem advisable.  The Committee may cause a legend to be placed on the
certificates to refer to these restrictions.

          (b)  The inability of the Company to obtain registration, 
qualification or other necessary authorization, or the unavailability of an
exemption from registration or qualification obligation deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock under this Plan, shall suspend the Company's obligation to permit
the exercise of any Option or to issue any shares under the Plan and shall
relieve the Company of any liability in respect of the nonissuance or sale of
the shares as to which the requisite authority or exemption shall not have been
obtained.

     17.  Indemnification.  To the maximum extent permitted by law, the Company
          ---------------                                                      
shall indemnify each member of the Committee and each other member of the Board,
as well as any other employee of the Company with duties under this Plan,
against expenses (including any amount paid in settlement, provided such
settlement is approved in writing by the Company) reasonably incurred by the
individual in connection with any claim against the individual by reason of the
performance of the individual's duties as a member of the Committee, unless the
losses are due to the individual's gross negligence or lack of good faith.
However, the Company shall be entitled to control the defense of any such claim
and shall be entitled to engage counsel for such defense.  In addition, if more
than one member of the Committee or such other employee is subject to such
claim, or if the Company or other parties entitled to indemnification by the
Company are also subject to such claim, the Company, if applicable, and all such
parties shall be represented by a single counsel selected by the Company and no
member or other party shall be entitled to be represented by separate counsel

                                       5

 
at the Company's expense unless counsel selected by the Company advises the
Company in writing that such counsel cannot represent such member or other party
under applicable rules of professional responsibility.

     18.  Governing Law.  This Plan and all actions taken thereunder shall be
          -------------                                                      
governed by and construed in accordance with the laws of the State of Delaware.

                                       6

 
                                                                     Exhibit 5.1



                                March 30, 1999



Ladies and Gentlemen:

      I am the General Counsel of Total Renal Care Holdings, Inc., a Delaware
corporation (the "Company") and the holder of stock and options to purchase
stock granted under the Company's employee stock plans which in the aggregate
represent less than 1% of the Company's outstanding common stock.  I am
delivering this opinion in connection with the registration under the Securities
Act of 1933, as amended (the "1933 Act"), of up to 4,000,000 shares of the
common stock, $0.001 par value per share (the "Shares") issuable upon the
exercise of options granted under the Total Renal Care Holdings, Inc. 1999 Non-
Executive Officer and Non-Director Equity Compensation Plan.  This opinion is
delivered in connection with that certain Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the 1933 Act.

      In rendering the opinion set forth herein, I have made such investigations
of fact and law, and examined such documents and instruments, or copies thereof
established to my satisfaction to be true and correct copies thereof, as I have
deemed necessary under the circumstances.

      Based upon the foregoing and such other examination of law and fact as I
have deemed necessary, and in reliance thereon, I am of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus which is a part of the Registration Statement.  In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission thereunder.

                                Very truly yours,


                                /s/ Barry C. Cosgrove
                                Barry C. Cosgrove
                                Senior Vice President, General Counsel
                                and Secretary

 
                                                                    EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS


    We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of Total Renal Care Holdings, Inc. of our report dated 
March 29, 1999 which appears on page F-1 of the Annual Report on Form 10-K for 
the year ended December 31, 1998. We also consent to the incorporation by 
reference of our report on the Financial Statement Schedule, which appears on 
page S-1 of such Form 10-K.



PricewaterhouseCoopers LLP

Seattle, Washington
March 30, 1999