SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                         Total Renal Care Holdings, Inc.
                         -------------------------------
                                (Name of Issuer)


                          Common Stock, $.001 Par Value
                          -----------------------------
                         (Title of Class of Securities)


                                   89151A 10 7
                                  -------------
                                 (CUSIP Number)


                                December 31, 1998
             -------------------------------------------------------
             (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)


         *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).





CUSIP NO.: 89151A 10 7               13G                       Page 2 of 5 Pages

1  NAME OF REPORTING PERSON
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   Denver Investment Advisors LLC
   I.R.S. Identification Number: 84-1284659
- --------------------------------------------------------------------------------

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See  Instructions)  (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------

3  SEC USE ONLY
- --------------------------------------------------------------------------------

4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Colorado
- --------------------------------------------------------------------------------
               5  SOLE VOTING POWER:         746,433
   NUMBER OF   -----------------------------------------------------------------
    SHARES
 BENEFICIALLY  6  SHARED VOTING POWER:       None
   OWNED BY    -----------------------------------------------------------------
     EACH
   REPORTING   7  SOLE DISPOSITIVE POWER:    1,363,533
    PERSON     -----------------------------------------------------------------
     WITH
               8  SHARED DISPOSITIVE POWER:  None
- --------------------------------------------------------------------------------

 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,363,533
- --------------------------------------------------------------------------------

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

- --------------------------------------------------------------------------------

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    1.7%
- --------------------------------------------------------------------------------

12  TYPE OF REPORTING PERSON

    IA
- --------------------------------------------------------------------------------




CUSIP NO.: 89151A 10 7               13G                       Page 3 of 5 Pages

ITEM 1.
  (a)  NAME OF ISSUER:

       Total Renal Care Holdings, Inc.

  (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

       21250 Hawthorne Blvd., Suite 800
       Torrance, CA 90503-5517

ITEM 2.
  (a)  NAME OF PERSON FILING:

       Denver Investment Advisors LLC

  (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

       1225 17th Street, 26th Floor
       Denver, Colorado 80202

  (c)  Citizenship:

       Colorado

  (d)  Title of Class of Securities:

       Common Stock, $.001 Par Value

  (e)  CUSIP Number:

       89151A 10 7

ITEM  3. IF THIS  STATEMENT IS FILED PURSUANT TO SECTIONS 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 Act (15 U.S.C.
          78o)

  (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

  (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C.
          78c)

  (d) [ ] Investment company registered under section 8 of the Investment
          Company Act of 1940 (15 U.S.C. 80a-8)

  (e) [X] An investment adviser in accordance with section
          240.13d-1(b)(1)(ii)(E)







CUSIP NO.: 89151A 10 7               13G                       Page 4 of 5 Pages

  (f) [ ] An employee benefit plan or endowment fund in accordance with
          section 240.13d-1(b)(1)(ii)(F)

  (g) [ ] A parent  holding  company or control  person in accordance  with
          Section 240.13d-1(b)(1)(ii)(G)

  (h) [ ] A savings  association  as defined in Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813)

  (i) [ ] A  church plan that is excluded from the definition of an
          investment company under section 3(c)(14) of the Investment  Company
          Act of 1940 (15 U.S.C. 80a-3)

  (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to section 240.13d-1(c) check this box [ ].

ITEM 4.  OWNERSHIP

         For Denver  Investment  Advisors LLC ("DIA"),  the following sets forth
the  amount of shares  beneficially  owned,  the  percent  of class  owned as of
December 31, 1998,  the number of shares to which DIA has the sole power and the
shared  power to vote or to direct  the vote of the  shares,  and the  number of
shares to which DIA has the sole  power and the  shared  power to  dispose or to
direct the disposition of the shares:

  (a)  Amount Beneficially Owned: 1,363,533

  (b)  Percent of Class: 1.7%

  (c   Number of shares as to which DIA has:

         (i)  Sole power to vote or to direct the vote:

              746,433

        (ii)  Shared power to vote or to direct the vote:

              None

       (iii)  Sole power to dispose or to direct the disposition of:

              1,363,533

        (iv)  Shared power to dispose or to direct the disposition of:

              None






CUSIP NO.: 89151A 10 7               13G                       Page 5 of 5 Pages

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
5% of the class of securities, check the following [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

        Various persons other than DIA have the right to receive or the power to
direct the receipt of  dividends  from,  or the  proceeds  from the sale of, the
common stock of the Issuer.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         This item is not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         This item is not applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         This item is not applicable.

ITEM 10.  CERTIFICATION.

          By signing below the  undersigned  certifies  that, to the best of its
knowledge  and belief,  the  securities  referred to above were acquired and are
held in the  ordinary  course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing  the control of
the  issuer  of the  securities  and  were  not  acquired  and are  not  held in
connection  with or as a participant in any  transaction  having that purpose or
effect.

                                    SIGNATURE

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

Dated: February 10, 1999                  DENVER INVESTMENT ADVISORS LLC


                                          By: /s/ Kenneth V. Penland
                                             -----------------------------------
                                              Kenneth V. Penland
                                              Chairman