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).
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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!
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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!
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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;
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(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.
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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.
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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
