<PAGE> 1
Filed pursuant
to Rule 424(b)(3)
File No. 333-77533
Renal Care Group, Inc.
PROSPECTUS SUPPLEMENT NO. 3, DATED SEPTEMBER 20, 1999, TO
PROSPECTUS DATED JUNE 24, 1999
The following information amends and restates, as of August 17, 1999,
the information in Prospectus Supplement No. 2, dated August 17, 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
Owned Before Shares Being Beneficially
Name the Offering(1) Offered Owned After
the Offering
<S> <C> <C> <C>
New Ballantrae Partners, L.P.*............... 51,218 51,218 0
Bear, Stearns International, Ltd............. 77,273 45,150 32,123
</TABLE>
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* The share numbers set forth with respect to New Ballantrae Partners, L.P. do
not reflect sales or transfers of shares to parties other than Bear, Stearns
International, Ltd. which may have occurred on or prior to August 17, 1999.
