<PAGE> 1
Filed Pursuant to
Rule 424(b)(3)
File No. 333-77533
Renal Care Group, Inc.
PROSPECTUS SUPPLEMENT NO. 2, DATED AUGUST 18, 1999, TO
PROSPECTUS DATED JUNE 24, 1999
In order to reflect an indirect transfer of Common Stock from New
Ballantrae Partners, L.P. to Bear Stearns International, Ltd., the table of
Selling Shareholders in the Selling Shareholders' section of the Prospectus is
revised and supplemented as follows:
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Before Shares Being Owned After
Name the Offering(1) Offered the Offering
<S> <C> <C> <C>
New Ballantrae Partners, L.P............................. 68,291 40,094 28,197
Bear Stearns International, Ltd.......................... 60,200 60,200 0
</TABLE>