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September 8, 1998
VIA EDGAR AND HAND DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Renal Care Group, Inc. Registration Statement (the "Registration
Statement") on Form S-3 (Reg. No. 333-33949)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended
(the "Act"), the undersigned registrant, Renal Care Group, Inc. (the
"Company"), hereby requests the Commission's consent to withdraw the
above-referenced Registration Statement.
As disclosed in the Registration Statement, the Company was
contractually obligated to file the Registration Statement in order to register
for resale certain of those shares of the Company's $.01 par value Common Stock
issued in connection with the Company's acquisition of Bay Area Nephrologists,
P.A. and Dialysis Management Corporation. In addition, the Company was
obligated to maintain the Registration Statement's effectiveness only until
such time as the holders of such shares became eligible to rely on Rule 144(d)
under the Act for the sale of such shares. As of the date of this letter, the
Company is no longer contractually obligated to maintain the effectiveness of
the Registration Statement due to the expiration of such period.
For the foregoing reasons, the Company respectfully requests that the
Commission grant its request to withdraw the Registration Statement.
If you have questions or comments about the foregoing, please call
the undersigned at (615) 345-5500 or Chris Morter of Alston & Bird LLP at (404)
881-7000.
Sincerely,
/s/ Ronald Hinds
-----------------------------------
Ronald Hinds
Executive Vice President and
Chief Financial Officer
cc: Christopher S. Morter, Esq.
