<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

   (X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1998

                                       OR

   ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

           For the transition period from           to
                                          ---------    ----------

                           Commission File No. 0-27640


                             RENAL CARE GROUP, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                               <C> 
                        Delaware                                             62-1622383
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
</TABLE>

            2100 West End Ave., Suite 800, Nashville, Tennessee 37203
               (Address of principal executive offices) (zip code)
       Registrant's telephone number, including area code: (615) 345-5500



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days).

                             Yes   X     No
                                 -----       ------

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.

              Class                          Outstanding at May 6, 1998
    ----------------------------             ---------------------------
    Common Stock, $.01 par value                      26,558,079



<PAGE>   2


                             RENAL CARE GROUP, INC.
                                      INDEX


<TABLE>
<CAPTION>
                                                                                  PAGE NO.
<S>                                                                               <C>
PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

          Consolidated Balance Sheets
                 December 31, 1997 and March 31, 1998 (unaudited)                     1

            Consolidated Income Statements - (unaudited)
                 For the three months ended March 31, 1997 and 1998                   2

            Consolidated Statements of Cash Flows - (unaudited)
                 For the three months ended March 31, 1997 and 1998                   3

             Notes to the Consolidated Financial Statements                           4

Item 2.

Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                    7

Risk Factors                                                                          9

PART II - OTHER INFORMATION

Item 2.  Changes in Securities                                                       14

Item 6.  Exhibits and Reports on Form 8-K                                            14

Note:  Items 1, 3, 4, and 5 of Part II are omitted because they are not applicable

</TABLE>


<PAGE>   3

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements


                             RENAL CARE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                              DECEMBER 31,    MARCH 31,
                                                                  1997          1998
                                                              ------------   ----------
                                                                             (unaudited)
<S>                                                           <C>            <C>
ASSETS
Current assets:
     Cash and cash equivalents                                   $  9,138     $ 18,400
     Investments                                                    3,625           --
     Accounts receivable, net                                      45,199       60,549
     Inventories                                                    4,516        5,082
     Prepaid expenses and other current assets                      3,327        3,832
                                                                 --------     --------
Total current assets                                               65,805       87,863

Property and equipment, net                                        60,974       70,485
Goodwill, net                                                     116,721      148,693
Intangible assets, net                                              1,266        1,894
Other assets                                                        3,317        1,981
                                                                 --------     --------

Total assets                                                     $248,083     $310,916
                                                                 ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                            $  9,580     $ 13,398
     Income taxes payable                                           1,653        5,786
     Other current liabilities                                     30,103       31,805
                                                                 --------     --------
Total current liabilities                                          41,336       50,989

Long-term debt, net of current portion                             15,470       51,297
Minority interest                                                  14,597       18,243
Deferred income taxes                                               1,921        2,721
                                                                 --------     --------
Total liabilities                                                  73,324      123,250

Stockholders' equity:
     Preferred Stock, $.01 par value, 10,000 shares
        authorized, none issued                                        --           --
     Common stock, $.01 par value, 60,000 shares authorized,
        24,897 and 26,486 shares issued and outstanding at
        December 31, 1997 and March 31, 1998, respectively            249          265
     Additional paid-in capital                                   150,748      156,566
     Retained earnings                                             23,762       30,835
                                                                 --------     --------
Total stockholders' equity                                        174,759      187,666
                                                                 --------     --------

Total liabilities and stockholders' equity                       $248,083     $310,916
                                                                 ========     ========
</TABLE>


           See accompanying notes to consolidated financial statements



                                       1
<PAGE>   4

                             RENAL CARE GROUP, INC.

                         CONSOLIDATED INCOME STATEMENTS

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                              MARCH 31,
                                                          1997        1998
                                                       --------     --------
<S>                                                    <C>          <C>
Net revenue                                            $ 46,109     $ 80,463
Operating costs and expenses:
     Patient care costs                                  31,934       53,540
     General and administrative expenses                  4,802        7,849
     Provision for doubtful accounts                        942        2,101
     Depreciation and amortization                        1,964        3,937
     Merger expenses                                         --          700
                                                       --------     --------
Total operating costs and expenses                       39,642       68,127
                                                       --------     --------
Income from operations                                    6,467       12,336
Interest income (expense), net                              404         (562)
                                                       --------     --------
Income before minority interest and income taxes          6,871       11,774
Minority interest                                            --          547
                                                       --------     --------
Income before income taxes                                6,871       11,227
Provision for income taxes                                2,577        4,154
                                                       --------     --------
Net income                                             $  4,294     $  7,073
                                                       ========     ========
Net income per share:
     Basic                                             $   0.20     $   0.27
                                                       ========     ========
     Diluted                                           $   0.19     $   0.25
                                                       ========     ========
Weighted average shares outstanding:
     Basic                                               21,611       26,300
                                                       ========     ========
     Diluted                                             22,687       27,900
                                                       ========     ========

</TABLE>

           See accompanying notes to consolidated financial statements


                                       2
<PAGE>   5
                             RENAL CARE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                  THREE MONTHS ENDED MARCH 31,
                                                                      1997          1998
                                                                 ------------------------------
<S>                                                              <C>             <C>
OPERATING ACTIVITIES
Net income                                                          $  4,294      $  7,073
Adjustments to reconcile net income to net cash
  provided by operating activities:
      Depreciation and amortization                                    1,964         3,937
      Equity in earnings of subsidiaries                                  --           547
      Other                                                           (9,629)       (6,335)
                                                                    --------      --------
            Net cash (used in) provided by operating activities       (3,371)        5,222

INVESTING ACTIVITIES
Purchases of property and equipment                                   (4,988)       (3,758)
Cash paid for acquisitions, net of cash acquired                     (28,479)      (32,583)
Proceeds from investments, net                                           (27)        3,625
                                                                    --------      --------
            Net cash used in investing activities                    (33,494)      (32,716)

FINANCING ACTIVITIES
Net borrowings under line of credit                                       --        35,827
Payments on long-term debt                                                --        (2,184)
Proceeds from exercise of stock options                                  217         3,213
Distributions to minority shareholders                                    --          (100)
                                                                    --------      --------
            Net cash provided by financing activities                    217        36,756
                                                                    --------      --------
(Decrease) increase in cash and cash equivalents                     (36,648)        9,262

Cash and cash equivalents, at beginning of period                   $ 47,624      $  9,138
                                                                    --------      --------
Cash and cash equivalents, at end of period                         $ 10,976      $ 18,400
                                                                    ========      ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the year for:
      Interest                                                      $     --      $    219
                                                                    ========      ========
      Income taxes                                                  $  3,395      $     21
                                                                    ========      ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
  Issuance of common stock in acquisition                           $  5,648      $  1,696
                                                                    ========      ========

</TABLE>


           See accompanying notes to consolidated financial statements



                                       3
<PAGE>   6



                             RENAL CARE GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 1998
                      (in thousands, except per share data)
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

Overview

         Renal Care Group, Inc. (the "Company") is a specialized provider of
nephrology services to patients with kidney disease, including patients
suffering from chronic kidney failure also known as end-stage renal disease
("ESRD"). As of March 31, 1998, the Company provided dialysis and ancillary
services to approximately 10,000 patients through 146 outpatient dialysis
centers in 18 states, and acute dialysis services in 83 hospitals.

         The Company's net revenue has been derived primarily from the following
sources: (i) outpatient hemodialysis services; (ii) ancillary services
associated with dialysis, primarily the administration of EPO; (iii) home
dialysis services; (iv) inpatient hemodialysis services provided pursuant to
contracts with acute care hospitals and skilled nursing facilities; (v)
management contracts with hospital-based and medical university dialysis
programs; and (vi) laboratory services. ESRD patients typically receive 156
dialysis treatments per year, with reimbursement for services provided primarily
by the Medicare ESRD program based on rates that are established by HCFA. For
the three months ended March 31, 1998, approximately 68% of the Company's net
revenue was derived from reimbursement under the Medicare and Medicaid programs.
Medicare reimbursement is subject to rate and other legislative changes by
Congress and periodic changes in regulations, including changes that may reduce
payments under the ESRD program. For patients with private health insurance,
effective September 1, 1997, the health insurance coordination period was
extended to 30 months of treatment, after which time Medicare becomes the
primary payor. Reimbursement for dialysis services provided pursuant to a
hospital contract is negotiated with the individual hospital and generally is
higher on a per treatment equivalent basis than the Medicare rate. Because
dialysis is a life-sustaining therapy used to treat this chronic disease,
utilization is predictable and is not subject to seasonal fluctuations.

Interim Financial Statements

         In the opinion of management, the information contained herein reflects
all adjustments necessary to make the results of operations for the interim
periods a fair statement of such operations. All such adjustments are of a
normal recurring nature. Operating results for interim periods are not
necessarily indicative of results which may be expected for the year as a whole.
It is suggested that these financial statements be read in conjunction with the
consolidated financial statements and the related notes thereto included in the
Company's Form 10-K as filed with the Securities and Exchange Commission on
March 31, 1998.




                                       4
<PAGE>   7


                             RENAL CARE GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



NOTE 2 - SIGNIFICANT EVENTS

         In January 1998, the Company acquired in a series of merger
transactions nine dialysis facilities located in Arkansas, Oklahoma and
Missouri. The facilities provide treatment to approximately 625 patients, as
well as acute, in-patient dialysis treatment services to six area hospitals. The
transaction was a tax-free exchange in stock and will be treated as a
pooling-of-interests for accounting purposes. The Company issued approximately
1,298 shares of restricted common stock. The financial statements have not been
restated for this transaction as the effect is not considered material.

         In February 1998, the Company formed a joint venture with Oregon Health
Sciences University, Legacy Health System, and Comprehensive Kidney Center for
purposes of operating six dialysis facilities and a home dialysis program
serving approximately 700 patients. The Company acquired an 80% interest in the
joint venture in exchange for cash.

NOTE 3 - EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
income per share in accordance with SFAS 128.

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED MARCH 31,
                                                                         1997         1998
                                                                         ----         ----
<S>                                                                   <C>          <C>   
           Numerator:
              Numerator for basic and diluted income per share        $    4,294   $    7,073
           Denominator:
              Denominator for basic net income per share -
                 weighted-average shares                                  21,611       26,300
              Effect of dilutive securities:
                 Stock options                                               817        1,314
                 Warrants                                                    259          286
                                                                          ------       ------
              Denominator for diluted net income per share -
                 adjusted weighted-average shares and assumed
                 conversions                                              22,687       27,900
                                                                          ======       ======
           Net income per share:
              Basic                                                        $0.20        $0.27
                                                                           =====        =====
              Diluted                                                      $0.19        $0.25
                                                                           =====        =====

</TABLE>





                                       5
<PAGE>   8
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS


In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an Enterprise and Related Information" ("Statement 131"). Statement 131
establishes standards for the way public business enterprises are to report
information about operating segments in annual financial statements and requires
those enterprises to report selected information about operating segments in
interim financial reports issued to shareholders. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. Statement 131 is effective for the fiscal years beginning after
December 15, 1997. Management of the Company is currently reviewing the impact
of Statement 131. The Company will adopt Statement 131 on December 31,1998 and
will report interim information effective in the first quarter of 1999.



                                       6


<PAGE>   9


                             RENAL CARE GROUP, INC.
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

         Net revenue. Net revenue increased from $46,109,000 for the three
months ended March 31, 1997 to $80,463,000 for the three months ended March 31,
1998, an increase of $34,354,000, or 74.5%. This increase resulted primarily
from a 61.9% increase in the number of treatments from 224,168 in the 1997
period to 362,905 in the 1998 period. This growth in treatments is the result of
the acquisition and development of various dialysis facilities and a 10.2%
increase in same-center treatments for the 1998 period over the 1997 period. In
addition, average revenue per treatment increased 5.9% from $204 in the 1997
period to $216 in the 1998 period. The remaining revenue increase is a result of
hyperbaric and wound care revenues as a result of the STAT acquisition, higher
management fees and earnings of 50% owned partnerships in the 1998 period
compared to the 1997 period. The revenue per treatment increase is due to an
improvement in the Company's payor mix, increases in erythropoietin (EPO) and
other drug utilization, the implementation of the Company's in-house laboratory
services and the positive impact on commercial payments of the Medicare
Secondary Payor Provisions of the Balanced Budget Act.

         Patient Care Costs. Patient care costs consist of costs directly
related to the care of patients, including direct labor, drugs and other medical
supplies, and operational costs of facilities. Patient care costs increased from
$31,934,000 for the three months ended March 31, 1997 to $53,540,000 for the
three months ended March 31, 1998, an increase of $21,606,000, or 67.7%. This
increase resulted primarily from an increase in the number of treatments
performed during the period, which caused a corresponding increase in the use of
drugs, supplies and labor. Patient care costs as a percent of net revenue
decreased from 69.3% in the 1997 period to 66.5% in the 1998 period primarily
due to an increase in net revenues. Patient care costs per treatment increased
from $142 in the 1997 period to $148 in the 1998 period, an increase of $6.00,
or 4.2%. This increase is due to EPO and other drug utilization costs, the cost
of providing in-house laboratory services and normal healthcare inflation.

         General and Administrative Expenses. General and administrative
expenses include corporate office costs and facility costs not directly related
to the care of patients, including facility administration, accounting, billing,
and information systems. General and administrative expenses increased from
$4,802,000 for the three months ended March 31, 1997 to $7,849,000 for the three
months ended March 31, 1998, an increase of $3,047,000, or 63.5%. General and
administrative expenses as a percent of net revenue decreased from 10.4% in the
1997 period to 9.8% in the 1998 period, primarily a result of higher net
revenues for the 1998 period.

         Provision for Doubtful Accounts. The provision for doubtful accounts is
a function of patient mix, billing practices, and other factors. It is the
Company's practice to reserve for doubtful accounts in the period in which the
revenue is recognized based on management's estimate of the net collectibility
of the accounts receivable. The provision for doubtful accounts increased from
$942,000 for the three months ended March 31, 1997 to $2,101,000 for the three
months ended March 31, 1998. The provision for doubtful accounts as a percent of
net revenue increased from 2.0% in the 1997 period to 2.6% in 1998 period, or
0.6%. This increase in provision for doubtful accounts was influenced by the
amount of net operating revenues generated from non-governmental payor sources
and the temporary degradation of accounts receivable collections due to the
conversion of patient billing systems.


                                       7


<PAGE>   10


                             RENAL CARE GROUP, INC.
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         Depreciation and Amortization. Depreciation and amortization increased
from $1,964,000 for the three months ended March 31, 1997 to $3,937,000 for the
three months ended March 31, 1998, an increase of $1,973,000, or 100.5%. This
net increase was due to the start-up of dialysis facilities, the normal
replacement costs of dialysis facilities and equipment, the purchase of
information systems, and the amortization of the goodwill associated with the
acquisitions accounted for under the purchase method of accounting.

         Merger Expenses. Merger expenses of $700,000 represented legal,
accounting, employee severance and related benefits, and other assimilation and
transitional costs related to the Company's merger of the operations of nine
dialysis facilities located in Arkansas, Oklahoma, and Missouri.

         Income from Operations. Income from operations increased from
$6,467,000 for the three months ended March 31, 1997 to $12,336,000 for the
three months ended March 31, 1998, an increase of $5,869,000, or 90.7%. Income
from operations as a percent of net revenue increased from 14.0% in the 1997
period to 15.3% in the 1998 period. Income from operations increased due to the
increase in net revenue in excess of patient care costs, which was primarily due
to an increase in the number of treatments performed during the period.

         Interest, net. Interest income was $404,000 for the three months ended
March 31, 1997 and interest expense was $562,000 for the three months ended
March 31, 1998. Interest expense is a result of borrowings from the Company's
credit facility. The use of the Company's credit facility has increased due to
the use of cash in acquisitions and de novo facilities, the replacement of
dialysis facilities and equipment, and the purchase of information systems.

         Minority Interest. Minority interest represents the proportionate
equity interest of other partners in the Company's consolidated entities which
are not wholly-owned. As of March 31, 1998, this was primarily comprised of
three joint venture partnerships.

LIQUIDITY AND CAPITAL RESOURCES

         The Company requires capital primarily for the acquisition and the
development of dialysis facilities, the purchase of property and equipment for
existing facilities and to finance working capital requirements. At March 31,
1998, the Company's working capital was $36,874,000, cash and cash equivalents
were $18,400,000 and the Company's current ratio was 1.7 to 1.

         The Company's net cash provided by operating activities was $5,222,000
for the three months ended March 31, 1998. Cash provided by operating activities
consists of net income before depreciation and amortization expense, partially
offset by increases in accounts receivable and other current assets. The
Company's net cash used in investing activities was $32,716,000 for the three
months ended March 31, 1998. Cash used in investing activities resulted
primarily from $32,583,000 of cash paid for acquisitions, net of cash acquired,
and $3,758,000 of capital expenditures, partially offset by a $3,625,000
decrease in investments.



                                       8




<PAGE>   11


                             RENAL CARE GROUP, INC.
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         Cash provided by financing activities was $36,756,000 for the three
months ended March 31, 1998. Cash provided by financing activities resulted
primarily from $35,827,000 in net borrowings under the line of credit in
connection with certain acquisitions and $3,213,000 in proceeds from the
exercise of stock options, offset by $2,184,000 in debt paid in connection with
the merger transaction discussed in Note 2.

         A significant component of the Company's growth strategy is the
acquisition and development of dialysis facilities. The Company believes that
existing cash and funds from operations, together with funds available under the
line of credit, will be sufficient to meet the Company's acquisition, expansion,
capital expenditure and working capital needs for the foreseeable future.
However, in order to finance certain large strategic acquisition opportunities,
the Company may incur from time to time additional short- and long-term bank
indebtedness and may issue equity or debt securities, the availability and terms
of which will depend on market and other conditions. There can be no assurance
that such additional financing, if required, will be available on terms
acceptable to the Company.

         Capital expenditures of approximately $28,000,000, primarily for
equipment replacement, expansion of existing dialysis facilities and
construction of de novo facilities are planned in 1998. The Company has made
capital expenditures to date of $3,758,000. The Company expects that such
capital expenditures will be funded with cash provided by operating activities
and available lines of credit. The Company believes that capital resources
available to it will be sufficient to meet the needs of its business, both on a
short- and long-term basis.

RISK FACTORS

         In evaluating the Company and its business, prospective investors
should carefully consider the following risk factors in addition to the other
information contained herein. This quarterly report contains statements that
constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements relate
to future events or the future financial performance of the Company and involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, those discussed below, and such factors could cause actual results to
differ materially from those indicated by such forward-looking statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this quarterly
report or the materials incorporated herein by reference will in fact transpire.

         Limited Combined Operating History. The Company has conducted
operations as a combined entity only since February 1996, upon the closing of
its initial public offering. Since the initial public offering, the Company has
made several additional acquisitions of entities that, in some cases, have been
part of the Company's combined operations for only a few weeks or months. There
can be no assurance that the Company will be able to integrate the dialysis
centers, information systems and related operations of the entities acquired by
it or to continue operating them profitably. Nor can there be any assurance that
the Company's management group will be able to implement effectively the
Company's operating and growth strategy while it is engaged in acquisition
activity. Failure to integrate successfully 


                                       9




<PAGE>   12


the centers and other operations acquired by the Company or to implement
effectively the Company's operating and growth strategy could have a material
adverse effect on the Company's results of operations, financial condition or
business.

         Dependence On Government Reimbursement. The Company estimates that
approximately 68%, 63%, and 62% of its net revenue for the years ended December
31, 1996 and 1997, and the three months ended March 31, 1998, respectively,
consisted of reimbursements from Medicare under the ESRD program, including
revenue for the reimbursement of the administration of a bio-engineered hormone,
EPO, to treat anemia. Since 1983, Congressional actions have resulted in
occasional changes in the Medicare composite reimbursement rate, and the Company
is not able to predict whether future rate changes will be made. Legislation or
regulations may be enacted in the future that may significantly modify the ESRD
program or otherwise affect the amount paid for the Company's services. Any such
action could have a material adverse effect on the Company's results of
operations, financial condition and business. Furthermore, increases in
operating costs that are subject to inflation, such as labor and supply costs,
without a compensating increase in prescribed rates, may have a material adverse
effect on the Company's earnings in the future. The Company is also unable to
predict whether certain ancillary services, for which the Company currently is
reimbursed separately, may in the future be included in the Medicare composite
rate.

         Revenues from the administration of EPO (the substantial majority of
which are reimbursed through Medicare and Medicaid programs) were approximately
19%, 21%, and 22% of the net revenue of the Company for the years ended December
31, 1996 and 1997, and the three months ended March 31, 1998, respectively. EPO
reimbursement significantly affects the Company's earnings. The President has
included in his 1999 budget a proposal to decrease Medicare reimbursement for
EPO. Any reduction in reimbursement rates for EPO could have a material adverse
effect on the Company's results of operations, financial condition or business.
EPO is produced by a single manufacturer, and any interruption of supply or
product cost increases could have a material adverse effect on the Company's
results of operations, financial condition or business.

         The Company estimates that approximately 6%, 6%, and 6% of the
Company's net revenue for the years ended December 31, 1996 and 1997, and the
three months ended March 31, 1998, respectively, were funded by Medicaid or
comparable state programs. The Medicaid programs are subject to statutory and
regulatory changes, administrative rulings, interpretations of policy and
governmental funding restrictions, all of which may have the effect of
decreasing program payments, increasing costs or modifying the way the Company
operates its dialysis business.

         Dependence On Other Sources Of Reimbursement. The Company estimates
that approximately 26%, 30%, and 32% of its net revenue for the years ended
December 31, 1996 and 1997, and the three months ended March 31, 1998,
respectively, were derived from sources other than Medicare and Medicaid.
Substantially all of this revenue comes from private insurance for chronic
dialysis treatments and payments from hospitals with which the Company has
contracts for the provision of acute dialysis services. In general, private
insurance reimbursement and payments for treatments performed at hospitals are
at rates significantly higher than Medicare and Medicaid rates. The Company
believes that if Medicare reimbursement for dialysis treatment is reduced in the
future, these private payors may be required to assume a greater percentage of
the costs of dialysis care and, as a result, may focus on reducing dialysis
payments as their overall costs increase. In addition, the Company believes that
health maintenance organizations ("HMOs") and other managed care providers may
have a strong incentive to reduce further the costs of specialty care and may
seek to reduce amounts paid for dialysis. The Company is unable to predict
whether and to what extent changes in these private reimbursement rates may be
made in the future. Any reduction in the rates paid by private insurers and
hospitals or a significant change in the Company's payor mix toward additional
Medicare or Medicaid reimbursement



                                       10




<PAGE>   13



could have a material adverse effect on the Company's results of operations,
financial condition and business. Similarly, increases in operating costs that
are subject to inflation, such as labor and supply costs, without a compensating
increase in private reimbursement rates, could have a material adverse effect on
the Company's results of operations, financial condition or business.

         Risks Associated With Growth Strategy. The Company's strategy includes
expanding its dialysis business through the acquisition and development of
dialysis centers and the management of nephrology practices. Competition for
acquisitions in the dialysis industry has increased significantly in recent
years and, as a result, the cost of acquiring dialysis centers has increased.
There can be no assurance that the Company will be able to identify, acquire or
profitably integrate acquired dialysis centers and nephrology practices.
Acquisitions involve a number of risks related to integration, including adverse
short-term effects on the Company's reported operating results, diversion of
management's attention, dependence on retention, hiring and training of key
personnel, including Medical Directors for each dialysis center, some or all of
which could have a material adverse effect on the Company's results of
operations, financial condition or business. In addition, there can be no
assurance that acquired or managed dialysis centers will achieve net revenue and
earnings that justify the Company's investment therein or expenses related
thereto. In order to implement its growth strategy, the Company may require
substantial capital resources and need to incur, from time to time, short- and
long-term bank indebtedness. The Company also may need to issue in public or
private transactions, equity or debt securities, the terms of which will depend
on market and other conditions. There can be no assurance that any such
additional financing will be available on terms acceptable to the Company, if at
all. To the extent that the Company is unable to acquire dialysis centers or
acquire or manage nephrology practices, to integrate such centers and practices
successfully, or to obtain financing on terms acceptable to the Company, its
ability to expand its business could be reduced significantly.

         Risks Associated With Liabilities Of Acquired Businesses. The Company
has acquired and will continue to acquire businesses with prior operating
histories. Acquired companies may have unknown or contingent liabilities,
including liabilities for failure to comply with health care laws and
regulations, such as billing and reimbursement, fraud and abuse and similar
anti-referral laws. The Company has from time to time identified certain past
practices of acquired companies that do not conform to its standards. Although
the Company institutes policies designed to conform such practices to its
standards following completion of acquisitions, there can be no assurance that
the Company will not become liable for past activities that may later be
asserted to be improper by private plaintiffs or government agencies. Although
the Company generally seeks to obtain indemnification from prospective sellers
covering such matters, there can be no assurance that any such matter will be
covered by indemnification or, if covered, that the liability sustained will not
exceed contractual limits or the financial capacity of the indemnifying party.

         Dependence On Physician Referrals. The Company's dialysis centers
depend upon local nephrologists for referrals of ESRD patients for treatment and
one or a few physicians typically account for all or a significant portion of
the patient referral base at a center. The loss of one or more referring
physicians at a particular center could have a material adverse effect on the
operations of such center, and the loss of a significant number of referring
physicians could have a material adverse effect on the Company's results of
operations, financial conditions and business. In many instances stockholders of
the Company are the primary referral sources for the dialysis centers operated
by the Company. If such ownership is deemed to violate applicable federal or
state law, such as the illegal remuneration provisions of the Social Security
Act and similar state laws which prohibit the payment of remuneration to induce
referrals, such physician owners may be forced to dispose of their stock in the
Company.

         Operations Subject To Extensive Government Regulation. The Company is
subject to extensive federal, state and local regulation regarding, among other
things, fraud and abuse, patient referral, false 


                                       11




<PAGE>   14


claims, health and safety, environmental compliance and toxic waste disposal.
Much of this regulation, particularly in the areas of fraud and abuse and
patient referral, is complex and open to differing interpretations. First, the
illegal remuneration provisions of the Anti-Kickback Statute make it illegal for
any person to, among other things, solicit, offer, receive or pay any
remuneration in exchange for referring, or to induce the referral of, a patient
for treatment which may be paid for by Medicare, Medicaid or a similar state
program. Second, the Stark Law prohibits physician referrals for "designated
health services" (including some of the specific services offered by the
Company) to entities with which a physician or an immediate family member has a
"financial relationship." These laws contain certain statutory exemptions, and
federal agencies have promulgated regulations clarifying certain of these
provisions and exceptions and creating certain additional exceptions or "safe
harbors" from such prohibitions. Many states have enacted similar provisions of
law, which may not have identical prohibitions or exceptions, but which may
apply regardless of whether Medicare or Medicaid funds are involved. However,
due to the breadth of the statutory provisions and the absence in many instances
of regulations or court decisions addressing the specific arrangements by which
the Company conducts its business, it is possible that some of the Company's
practices might be challenged under these laws. Sanctions for violating these
federal and state laws may include civil monetary fines, disqualification from
participation in the Medicare or Medicaid programs, and criminal sanctions.
There can be no assurance that the Company's practices will not be challenged by
governmental authorities, or that the Company will not be subject to sanctions
under such laws or be required to alter or discontinue certain of its practices.
In addition, there can be no assurance that if the Company is required to alter
its practices, that it will be able to do so successfully. The occurrence of any
of these events could result in a material adverse effect on the Company's
results of operations, financial condition or business.

         A number of proposals for health care reform have been made recently to
provide greater governmental control of health care spending and to provide
broader access to health care services. For example, HIPAA, among other things,
provides for insurance portability for individuals who lose or change jobs,
limits exclusions for pre-existing conditions, and establishes a pilot program
for medical savings accounts. HIPAA also amends existing crimes and criminal
penalties for Medicare fraud and enacts new federal health care fraud crimes. It
is uncertain what additional health care reform legislation, if any, ultimately
will be implemented or whether other changes in the administration or
interpretation of governmental health care programs will occur. The Company
cannot predict what effect future health care legislation or other changes in
the administration or interpretation of governmental health care statutes,
regulations, or programs may have on the Company's operations.

         Substantial Competition. The dialysis industry is fragmented and is
consolidating rapidly. Accordingly, the industry is highly competitive,
particularly from the standpoint of competition for the acquisition of existing
dialysis centers and the development of relationships with referring physicians.
Many of the Company's competitors have substantially greater financial resources
and more established operations and infrastructure than the Company and may
compete with the Company for acquisitions of dialysis centers and nephrology
practices. In addition, the Company may also experience competition from
referring physicians who open their own dialysis centers. There can be no
assurance that the Company will be able to compete effectively with any such
competitors.

         Dependence On Key Personnel. The Company is dependent upon the services
of certain key executive officers and the Chairman of the Board. The Company's
growth will depend in part upon its ability to attract and retain skilled
employees, for whom competition is intense. The Company believes that its future
success will also depend on its ability to attract and retain qualified
physicians to serve as Medical Directors of its dialysis centers. The Company
does not carry key-man life insurance on any of its officers. The loss by the
Company of any of its executive officers or the Chairman of the Board, or the
inability to attract and retain qualified management personnel and Medical
Directors, could have a material adverse effect on the Company's results of
operations, financial condition or business.



                                       12


<PAGE>   15


CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

THIS REPORT, PRESS RELEASES AND OTHER PUBLIC STATEMENTS BY THE COMPANY CONTAIN
"FORWARD-LOOKING STATEMENTS," WITHIN THE MEANING OF VARIOUS PROVISIONS OF THE
FEDERAL SECURITIES LAWS, THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT
WILL OR MAY OCCUR IN THE FUTURE. THESE STATEMENTS ARE BASED ON ASSUMPTIONS AND
ANALYSES MADE BY THE COMPANY IN LIGHT OF ITS EXPERIENCE AND PERCEPTION OF
HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS, AND
OTHER FACTORS BELIEVED APPROPRIATE IN THE CIRCUMSTANCES. ACTUAL RESULTS AND
DEVELOPMENTS ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING
GENERAL ECONOMIC, MARKET OR BUSINESS CONDITIONS; OPPORTUNITIES (OR LACK THEREOF)
THAT MAY BE PRESENTED TO AND PURSUED BY THE COMPANY; COMPETITIVE ACTIONS BY
OTHER COMPANIES; CHANGES IN LAWS OR REGULATIONS; AND OTHER FACTORS AS MAY BE
DISCUSSED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS AND OTHER FILINGS, MANY
OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD LOOKING STATEMENTS, WHICH
SPEAK ONLY AS OF THE DATE MADE AND WHICH THE COMPANY UNDERTAKES NO OBLIGATION TO
REVISE TO REFLECT EVENTS AFTER THE DATE MADE.



                                       13




<PAGE>   16


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

(a)      None

(b)      None

(c)      On January 7, 1998, the Company issued 1,298,234 shares of Common Stock
         to the former owners of Little Rock Dialysis, Inc., Northwest Dialysis,
         Inc., Jefferson County Dialysis, Inc., KDCO Dialysis, Inc., and Lawton
         Dialysis, Inc. in a private placement pursuant to the exemption from
         registration set forth in Section 4(2) of the Securities Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

<TABLE>
<S>               <C>
         10.3     Employment Agreement, dated January 5, 1998, between the 
                  Company and Raymond Hakim, M.D.
         27.1       Financial Data Schedule for the three months ended March 31, 
                  1998 (filed via Edgar on May 15, 1998)
         27.2     Financial Data Schedule for three months ended March 31, 1997 
                  (filed via Edgar on May 15, 1998)
</TABLE>

(b)      Reports on Form 8-K

         Form 8-K/A dated February 20, 1998 relating to the acquisition of all
         of the issued and outstanding stock of STAT Dialysis Corporation and
         STAT Management Corporation. 



                                       14


<PAGE>   17



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                               RENAL CARE GROUP, INC.
                               ----------------------
                                    (Registrant)




May 15, 1998                   BY: /s/ Ronald Hinds
------------                       -----------------
                                   Ronald Hinds
                                   Executive Vice President,
                                   Chief Financial Officer, Secretary/Treasurer
                                   and Principal Financial Officer and Principal
                                   Accounting Officer


                                       15




<PAGE>   18


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                           Description of Exhibits                           Page No.
-------                          -----------------------                           --------
<S>      <C>                                                                       <C>
10.3     Employment Agreement, dated January 5, 1998, between the Company and 
         Raymond Hakim, M.D.
27.1     Financial Data Schedule for the three months ended March 31, 1998
27.2     Financial Data Schedule for the three months ended March 31, 1997
</TABLE>