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UNITED STATES
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 September 30, 2003

OR

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

For the transition period fromto

Commission File No. 0-27640

RENAL CARE GROUP, INC.

(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 62-1622383                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

2525 West End Avenue, Suite 600, 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 o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes x No o

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 November 10, 2003
|                             |  |                                 
|Common Stock, $.01 par value |  |                                  | 48,731,871





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TABLE OF CONTENTS



|                                      |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION       
|                                      | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                      |                                                                                               | Condensed Consolidated Balance Sheets               
|                                      |                                                                                               | Condensed Consolidated Income Statements            
|                                      |                                                                                               | Condensed Consolidated Statements Of Cash Flows     
|                                      |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                      | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                      |                                                                                               | RISK FACTORS                                        
|                                      | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II  OTHER INFORMATION          
|                                      | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                            
|EXHIBIT INDEX                        
|EX-10.33.1 Amendment #2              
|EX-31.1 SECTION 302 CEO CERTIFICATION
|EX-31.2 SECTION 302 CFO CERTIFICATION
|EX-32.1 SECTION 906 CEO CERTIFICATION
|EX-32.2 SECTION 906 CFO CERTIFICATION



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RENAL CARE GROUP, INC.

INDEX

|                               |  |                                                                                                                               |  |         
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------
|                               |  |                                                                                                                               |  | Page No.
|                               |  |                                                                                                                               |  |         
|PART I - FINANCIAL INFORMATION |  |                                                                                                                              
|Item 1.                        |  | Financial Statements                                                                                                          |  |         
|                               |  | Condensed Consolidated Balance Sheets -
December 31, 2002 and September 30, 2003 (unaudited)                                  |  | 1       
|                               |  | Condensed Consolidated Income Statements - (unaudited)
For the three months and nine months ended September 30, 2002 and 2003 |  | 2       
|                               |  | Condensed Consolidated Statements of Cash Flows - (unaudited)
For the nine months ended September 30, 2002 and 2003           |  | 3       
|                               |  | Notes to Condensed Consolidated Financial Statements                                                                          |  | 4       
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                                         |  | 8       
|                               |  | Risk Factors                                                                                                                  |  | 13      
|Item 4.                        |  | Controls and Procedures                                                                                                       |  | 20      
|PART II - OTHER INFORMATION    |  |                                                                                                                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                                              |  | 21      

Note: Item 3 of Part I, and Items 1, 2, 3, 4 and 5 of Part II are omitted
because they are not applicable





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PART I - FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




RENAL CARE GROUP, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)

|                                           |                                                                                                                                                    |   |              |         |               |   |             |          |  
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------- | ------------- | - | ----------- | -------- | -
|                                           |                                                                                                                                                    |   | December 31, |         | September 30,
|                                           |                                                                                                                                                    |   | 2002         |         | 2003         
|                                           |                                                                                                                                                    |   |              |         |              
|                                           |                                                                                                                                                    |   |              |         |               |   | (unaudited)
|ASSETS                                     |                                                                                                                                                    |   |              |         |               |   |             |         
|Current assets:                            |                                                                                                                                                    |   |              |         |               |   |             |         
|                                           | Cash and cash equivalents                                                                                                                          |   | $            | 38,359  |               |   | $           | 121,128  |  
|                                           | Accounts receivable, net                                                                                                                           |   |              | 152,440 |               |   |             | 157,218  |  
|                                           | Inventories                                                                                                                                        |   |              | 23,336  |               |   |             | 14,670   |  
|                                           | Prepaid expenses and other current assets                                                                                                          |   |              | 19,486  |               |   |             | 22,350   |  
|                                           | Deferred income taxes                                                                                                                              |   |              | 12,240  |               |   |             | 4,290    |  
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total current assets                       |                                                                                                                                                    |   | 245,861      |         |               |   | 319,656     |         
|Property, plant and equipment, net         |                                                                                                                                                    |   | 202,972      |         |               |   | 214,858     |         
|Intangible assets, net                     |                                                                                                                                                    |   | 12,110       |         |               |   | 13,567      |         
|Other assets                               |                                                                                                                                                    |   | 3,514        |         |               |   | 11,543      |         
|Goodwill                                   |                                                                                                                                                    |   | 275,666      |         |               |   | 279,542     |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total assets                               |                                                                                                                                                    | $ | 740,123      |         |               | $ | 839,166     |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                                                                    |   |              |         |               |   |             |         
|Current liabilities:                       |                                                                                                                                                    |   |              |         |               |   |             |         
|                                           | Accounts payable and accrued expenses                                                                                                              |   | $            | 101,213 |               |   | $           | 99,187   |  
|                                           | Due to third-party payors                                                                                                                          |   |              | 32,611  |               |   |             | 43,939   |  
|                                           | Income taxes payable                                                                                                                               |   |              | 1,423   |               |   |             | 6,176    |  
|                                           | Current portion of long-term debt                                                                                                                  |   |              | 133     |               |   |             | 413      |  
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total current liabilities                  |                                                                                                                                                    |   | 135,380      |         |               |   | 149,715     |         
|Long-term debt, net of current portion     |                                                                                                                                                    |   | 10,161       |         |               |   | 2,673       |         
|Other long-term liabilities                |                                                                                                                                                    |   |             |         |               |   | 4,677       |         
|Deferred income taxes                      |                                                                                                                                                    |   | 19,288       |         |               |   | 19,288      |         
|Minority interest                          |                                                                                                                                                    |   | 31,406       |         |               |   | 34,036      |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total liabilities                          |                                                                                                                                                    |   | 196,235      |         |               |   | 210,389     |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Commitments and contingencies              |                                                                                                                                                    |   |              |         |               |   |             |         
|Stockholders equity:                      |                                                                                                                                                    |   |              |         |               |   |             |         
|                                           | Preferred stock, $0.01 par value, 10,000 shares authorized,
none issued                                                                            |   |              |        |               |   |             |         |  
|                                           | Common stock, $0.01 par value, 90,000 shares authorized,
51,176 and 52,882 shares issued at December 31, 2002
and September 30, 2003, respectively |   |              | 512     |               |   |             | 529      |  
|                                           | Treasury stock, 2,983 and 3,998 shares of common stock at
December 31, 2002 and September 30, 2003, respectively                                   |   |              | (93,953 | )             |   |             | (129,195 | )
|                                           | Additional paid-in capital                                                                                                                         |   |              | 309,355 |               |   |             | 355,359  |  
|                                           | Retained earnings                                                                                                                                  |   |              | 327,974 |               |   |             | 402,084  |  
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total stockholders equity                 |                                                                                                                                                    |   | 543,888      |         |               |   | 628,777     |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         
|Total liabilities and stockholders equity |                                                                                                                                                    | $ | 740,123      |         |               | $ | 839,166     |         
|                                           |                                                                                                                                                    |   |              |         |               |   |             |         

See accompanying notes to condensed consolidated financial statements.

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RENAL CARE GROUP, INC.
Condensed Consolidated Income Statements
(in thousands, except per share data)
(unaudited)

|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |         | 
|------------------------------------------------ | ----------------------------------- | - | ------------------ | ------- | ----------------- | - | ------- | ------- | ---- | - | ------- | ------- |  | - | ------- | ------- | 
|                                                 |                                     |   | Three Months Ended |         | Nine Months Ended
|                                                 |                                     |   | September 30,      |         | September 30,    
|                                                 |                                     |   | 2002               |         | 2003              |   | 2002    |         | 2003
|                                                 |                                     |   |                    |         |                   |   |         |         |     
|Net revenue                                      |                                     | $ | 231,542            |         |                   | $ | 253,835 |         |      | $ | 660,389 |         |  | $ | 743,039 |        
|Operating costs and expenses:                    |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|                                                 | Patient care costs                  |   |                    | 151,722 |                   |   |         | 164,962 |      |   |         | 432,184 |  |   |         | 482,437 | 
|                                                 | General and administrative expenses |   |                    | 19,686  |                   |   |         | 21,225  |      |   |         | 56,033  |  |   |         | 68,700  | 
|                                                 | Provision for doubtful accounts     |   |                    | 6,008   |                   |   |         | 6,556   |      |   |         | 17,228  |  |   |         | 19,436  | 
|                                                 | Depreciation and amortization       |   |                    | 10,402  |                   |   |         | 11,365  |      |   |         | 29,697  |  |   |         | 33,242  | 
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Total operating costs and expenses               |                                     |   | 187,818            |         |                   |   | 204,108 |         |      |   | 535,142 |         |  |   | 603,815 |        
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Income from operations                           |                                     |   | 43,724             |         |                   |   | 49,727  |         |      |   | 125,247 |         |  |   | 139,224 |        
|Interest expense, net                            |                                     |   | 569                |         |                   |   | 76      |         |      |   | 880     |         |  |   | 526     |        
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Income before minority interest and income taxes |                                     |   | 43,155             |         |                   |   | 49,651  |         |      |   | 124,367 |         |  |   | 138,698 |        
|Minority interest                                |                                     |   | 5,364              |         |                   |   | 6,837   |         |      |   | 15,381  |         |  |   | 19,174  |        
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Income before income taxes                       |                                     |   | 37,791             |         |                   |   | 42,814  |         |      |   | 108,986 |         |  |   | 119,524 |        
|Provision for income taxes                       |                                     |   | 14,361             |         |                   |   | 16,269  |         |      |   | 41,421  |         |  |   | 45,414  |        
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Net income                                       |                                     | $ | 23,430             |         |                   | $ | 26,545  |         |      | $ | 67,565  |         |  | $ | 74,110  |        
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Net income per share:                            |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|                                                 | Basic                               |   | $                  | 0.48    |                   |   | $       | 0.54    |      |   | $       | 1.37    |  |   | $       | 1.53    | 
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|                                                 | Diluted                             |   | $                  | 0.46    |                   |   | $       | 0.53    |      |   | $       | 1.32    |  |   | $       | 1.48    | 
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|Weighted average shares outstanding:             |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|                                                 | Basic                               |   |                    | 48,672  |                   |   |         | 49,022  |      |   |         | 49,190  |  |   |         | 48,580  | 
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        
|                                                 | Diluted                             |   |                    | 50,518  |                   |   |         | 50,417  |      |   |         | 51,036  |  |   |         | 49,926  | 
|                                                 |                                     |   |                    |         |                   |   |         |         |      |   |         |         |  |   |         |        

See accompanying notes to condensed consolidated financial statements.

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RENAL CARE GROUP, INC.
Condensed Consolidated Statements Of Cash Flows
(in thousands)
(unaudited)

|                                                                                  |                                                                               |                                           |         |                   |         |      |         |         |         |  
|--------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------- | ------- | ----------------- | ------- | ---- | ------- | ------- | ------- | -
|                                                                                  |                                                                               |                                           |         | Nine Months Ended
|                                                                                  |                                                                               |                                           |         | September 30,    
|                                                                                  |                                                                               |                                           |         | 2002              |         | 2003
|                                                                                  |                                                                               |                                           |         |                   |         |     
|OPERATING ACTIVITIES                                                              |                                                                               |                                           |         |                   |         |      |         |        
|Net income                                                                        |                                                                               | $                                         | 67,565  |                   |         | $    | 74,110  |        
|Adjustments to reconcile net income to net cash
provided by operating activities: |                                                                               |                                           |         |                   |         |      |         |        
|                                                                                  | Depreciation and amortization                                                 |                                           |         | 29,697            |         |      |         | 33,242  |        
|                                                                                  | Loss on disposal of property and equipment                                    |                                           |         |                  |         |      |         | 443     |        
|                                                                                  | Income applicable to minority interest                                        |                                           |         | 15,381            |         |      |         | 19,174  |        
|                                                                                  | Distributions to minority shareholders                                        |                                           |         | (5,461            | )       |      |         | (16,819 | )      
|                                                                                  | Deferred income taxes                                                         |                                           |         |                  |         |      |         | 7,950   |        
|                                                                                  | Changes in operating assets and liabilities,
net of effects from acquisitions |                                           |         | 20,183            |         |      |         | 30,163  |        
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        
|                                                                                  |                                                                               | Net cash provided by operating activities |         |                   | 127,365 |      |         |         | 148,263 |  
|INVESTING ACTIVITIES                                                              |                                                                               |                                           |         |                   |         |      |         |        
|Purchases of property and equipment                                               |                                                                               |                                           | (49,413 | )                 |         |      | (44,043 | )      
|Cash paid for acquisitions                                                        |                                                                               |                                           | (19,904 | )                 |         |      | (14,154 | )      
|Change in other assets                                                            |                                                                               |                                           | (843    | )                 |         |      | (1,968  | )      
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        
|                                                                                  |                                                                               | Net cash used in investing activities     |         |                   | (70,160 | )    |         |         | (60,165 | )
|FINANCING ACTIVITIES                                                              |                                                                               |                                           |         |                   |         |      |         |        
|Net payments of debt                                                              |                                                                               |                                           | (1,574  | )                 |         |      | (7,208  | )      
|Repurchase of treasury shares                                                     |                                                                               |                                           | (62,696 | )                 |         |      | (35,242 | )      
|Net proceeds from issuance of common stock                                        |                                                                               |                                           | 16,548  |                   |         |      | 37,121  |        
|Investment by joint venture partner                                               |                                                                               |                                           | 2,896   |                   |         |      |        |        
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        
|                                                                                  |                                                                               | Net cash used in financing activities     |         |                   | (44,826 | )    |         |         | (5,329  | )
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        
|Increase in cash and cash equivalents                                             |                                                                               |                                           | 12,379  |                   |         |      | 82,769  |        
|Cash and cash equivalents at beginning of period                                  |                                                                               |                                           | 27,423  |                   |         |      | 38,359  |        
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        
|Cash and cash equivalents at end of period                                        |                                                                               | $                                         | 39,802  |                   |         | $    | 121,128 |        
|                                                                                  |                                                                               |                                           |         |                   |         |      |         |        

See accompanying notes to condensed consolidated financial statements.

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RENAL CARE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
(dollars in thousands, except per share data)
(unaudited)

1. Basis of Presentation

Overview

Renal Care Group, Inc. provides dialysis services to patients with chronic
kidney failure, also known as end-stage renal disease (ESRD). As of September
30, 2003, the Company provided dialysis and ancillary services to more than
21,300 patients through 281 owned outpatient dialysis centers in 27 states, in
addition to providing acute dialysis services at approximately 130 hospitals.

Renal Care Groups net revenue has been derived primarily from the
following sources:



| |  |  | outpatient hemodialysis services;                                                                                                          
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | ancillary services associated with dialysis, primarily the
administration of erythropoietin (also known as Epogen® or EPO) and
other drugs;
|
| |  |  | home dialysis services;                                                                                                                    
|
| |  |  | inpatient hemodialysis services provided to acute care hospitals and skilled nursing facilities;                                           
|
| |  |  | laboratory services; and                                                                                                                   
|
| |  |  | management contracts with hospital-based and medical university dialysis programs.                                                         

Most patients with end-stage renal disease receive three dialysis
treatments each week in an outpatient setting. Reimbursement for these services
is provided primarily by the Medicare ESRD program based on rates established
by the Centers for Medicare and Medicaid Services (CMS). For the nine months
ended September 30, 2003, approximately 55% 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. Neither Congress nor CMS approved an increase in the
composite rate for either 2002 or 2003.

The Medicare composite rate applies to a designated group of outpatient
dialysis services, including the dialysis treatment, supplies used for the
treatment, certain laboratory tests and medications, and most of the home
dialysis services provided by Renal Care Group. The Company receives separate
reimbursement outside the composite rate for some other services, drugs
(including specific drugs such as EPO) and some physician-ordered
tests (including some laboratory tests) provided to dialysis patients.

If a patient has private health insurance, that patients treatment is
typically reimbursed at rates significantly higher than those paid by Medicare
during the first 30 months of care. After that period Medicare becomes the
primary payor. Reimbursement for dialysis services provided pursuant to a
hospital contract is

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negotiated with the individual hospital and is usually higher than
Medicare rates. Because dialysis is a life-sustaining therapy to treat a
chronic disease, utilization is predictable and is not subject to seasonal
fluctuations.

Renal Care Group derives a significant portion of its net revenue and net
income from the administration of EPO. EPO is manufactured by a single company,
Amgen Inc. In April 2002, Amgen implemented its third EPO price increase of
3.9% in as many years. Because the Company was already under contract with
Amgen through 2002, this price increase did not affect its results of
operations during 2002. Key components of the 2002 pricing formula were
maintained in the Companys 2003 contract with Amgen. Therefore, while the 2002
price increase has had and will continue to have an adverse affect on the
Companys 2003 results of operations, the Company believes it has been able to
mitigate approximately 80% of the increase.

Interim Financial Statements

In the opinion of management, the information contained in this quarterly
report on Form 10-Q reflects all adjustments necessary to make the results of
operations for the interim periods a fair representation of such operations.
All such adjustments are of a normal recurring nature. Operating results for
interim periods are not necessarily indicative of results that may be expected
for the year as a whole. The Company suggests that persons read these financial
statements in conjunction with the consolidated financial statements and the
related notes thereto included in the Companys Form 10-K, as filed with the
SEC on March 18, 2003.

2. Net Income per Share

The following table sets forth the computation of basic and diluted net
income per share (shares in thousands):

|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |       | 
|--------------------- | ------------------------------------------------------------------------------------------------------- | ------------- | - | ------------------ | ----- | ----------------- | - | ------ | ----- | ---- | - | ------ | ----- |  | - | ------ | ----- | 
|                      |                                                                                                         |               |   | Three Months Ended |       | Nine Months Ended
|                      |                                                                                                         |               |   | September 30,      |       | September 30,    
|                      |                                                                                                         |               |   |                    |       |                  
|                      |                                                                                                         |               |   | 2002               |       | 2003              |   | 2002   |       | 2003
|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |     
|Numerator:            |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |       
|                      | Numerator for basic and
diluted net income per share
 net income                                       |               | $ | 23,430             |       |                   | $ | 26,545 |       |      | $ | 67,565 |       |  | $ | 74,110 |      
|Denominator:          |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |       
|                      | Denominator for basic net
income per share 
weighted-average shares                                    |               |   | 48,672             |       |                   |   | 49,022 |       |      |   | 49,190 |       |  |   | 48,580 |      
|                      | Effect of dilutive securities:                                                                          |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |      
|                      |                                                                                                         | Stock options |   |                    | 1,749 |                   |   |        | 1,395 |      |   |        | 1,749 |  |   |        | 1,346 | 
|                      |                                                                                                         | Warrants      |   |                    | 97    |                   |   |        |      |      |   |        | 97    |  |   |        |      | 
|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |      
|                      | Denominator for diluted net
income per share  adjusted
weighted-average shares and
assumed conversions |               |   | 50,518             |       |                   |   | 50,417 |       |      |   | 51,036 |       |  |   | 49,926 |      
|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |      
|Net income per share: |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |       
|                      |                                                                                                         | Basic         |   | $                  | 0.48  |                   |   | $      | 0.54  |      |   | $      | 1.37  |  |   | $      | 1.53  | 
|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |      
|                      |                                                                                                         | Diluted       |   | $                  | 0.46  |                   |   | $      | 0.53  |      |   | $      | 1.32  |  |   | $      | 1.48  | 
|                      |                                                                                                         |               |   |                    |       |                   |   |        |       |      |   |        |       |  |   |        |      

3. Stock-Based Compensation

The Company accounts for stock-based compensation to employees and
directors using the intrinsic value method in accordance with the provisions of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. In accordance with that opinion, the
Company recognizes no compensation expense when it grants fixed options to
employees and directors, because the exercise price of

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the stock options equals or exceeds the market price of the underlying stock on
the dates of grant. Option grants to medical directors and non-vested stock
grants are expensed over their vesting periods.

The following table presents the pro forma effect on net income and net
income per share as if the Company had applied the fair value based method and
recognition provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation, (SFAS No. 123) to stock-based
compensation to employees and directors:

|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |      | 
|-------------------------------------------------------------------------------------------------------------------------- | -------------------- | - | ------------------ | ---- | ----------------- | - | ------ | ---- | ---- | - | ------ | ---- |  | - | ------ | ---- | 
|                                                                                                                           |                      |   | Three Months Ended |      | Nine Months Ended
|                                                                                                                           |                      |   | September 30,      |      | September 30,    
|                                                                                                                           |                      |   |                    |      |                  
|                                                                                                                           |                      |   | 2002               |      | 2003              |   | 2002   |      | 2003
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |     
|Net income, as reported                                                                                                    |                      | $ | 23,430             |      |                   | $ | 26,545 |      |      | $ | 67,565 |      |  | $ | 74,110 |     
|Add: stock-based
compensation expense,
net of related tax
effects, included in
the determination of
net income as reported |                      |   | 95                 |      |                   |   | 40     |      |      |   | 285    |      |  |   | 384    |     
|Less: stock-based
compensation expense,
net of related tax
effects, determined by
the fair value-based
method              |                      |   | (2,098             | )    |                   |   | (2,223 | )    |      |   | (5,822 | )    |  |   | (6,986 | )   
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|Pro forma net income                                                                                                       |                      | $ | 21,427             |      |                   | $ | 24,362 |      |      | $ | 62,028 |      |  | $ | 67,508 |     
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|Net income per share:                                                                                                      |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|                                                                                                                           | Basic, as reported   |   | $                  | 0.48 |                   |   | $      | 0.54 |      |   | $      | 1.37 |  |   | $      | 1.53 | 
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|                                                                                                                           | Basic, pro forma     |   | $                  | 0.44 |                   |   | $      | 0.50 |      |   | $      | 1.26 |  |   | $      | 1.39 | 
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|                                                                                                                           | Diluted, as reported |   | $                  | 0.46 |                   |   | $      | 0.53 |      |   | $      | 1.32 |  |   | $      | 1.48 | 
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     
|                                                                                                                           | Diluted, pro forma   |   | $                  | 0.42 |                   |   | $      | 0.48 |      |   | $      | 1.22 |  |   | $      | 1.35 | 
|                                                                                                                           |                      |   |                    |      |                   |   |        |      |      |   |        |      |  |   |        |     

The effects of applying SFAS No. 123 for providing pro forma disclosures
are not likely to be representative of the effects on reported net income for
future periods.

4. Contingencies

On August 30, 2000, 19 patients were hospitalized and one patient died
shortly after becoming ill while receiving treatment at one of the Companys
dialysis centers in Youngstown, Ohio. One of the 19 hospitalized patients also
died some time later. In March 2001, one of the affected patients sued the
Company in Mahoning County, Ohio for injuries related to the August 30, 2000
incident. Additional suits have been filed, and as of September 30, 2003, a
total of eight suits were pending. The suits allege negligence, medical
malpractice and product liability. Additional defendants are named in each of
the suits. Additional defendants in some of the suits include the water system
vendors who installed and maintained the water system in the dialysis center.
Renal Care Group has denied the allegations and has filed cross-claims against
the water system vendors. Renal Care Group intends to pursue these cross-claims
vigorously. Management believes that Renal Care Groups insurance should be
adequate to cover these illnesses and does not anticipate a material adverse
effect on the Companys consolidated financial position or results of
operations.

The Company is involved in other litigation and regulatory investigations
arising in the ordinary course of business. In the opinion of management, after
consultation with legal counsel, the Company believes these matters will be
resolved without material adverse effect on the Companys consolidated
financial position or results of operations.

Laws and regulations governing the Medicare and Medicaid programs are
complex and subject to interpretation. The Company believes that it is in
compliance with all applicable laws and regulations governing the Medicare and
Medicaid programs. The Company is not aware of any pending or threatened
investigations involving allegations of potential noncompliance with applicable
laws or regulations. While no regulatory

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inquiries have been made, compliance with such laws and regulations can be
subject to future government review and interpretation, and
non-compliance or alleged non-compliance could result in significant
regulatory action including fines, penalties, and exclusion from the Medicare
and Medicaid programs.

The Company generally engages practicing board-certified or board-eligible
nephrologists to serve as medical directors for its centers. Medical directors
are responsible for the administration and monitoring of the Companys patient
care policies, including patient education, administration of dialysis
treatment, development programs and assessment of all patients. The Company
pays medical director fees that are consistent with the fair market value of
the required supervisory services. Such medical director agreements typically
have a term of seven years with a three-year renewal option.

5. Defined Benefit Plan

Effective January 29, 2003, the Company implemented a retirement benefit
plan for Sam A. Brooks, the Companys former Chairman, Chief Executive Officer
and President. Mr. Brooks died March 20, 2003. The plan provides that the
Company will make 120 monthly payments of $54 each to Mr. Brooks beneficiary,
beginning in April 2003. As a result, the Company recorded a $5,350 charge
representing the pre-tax net present value of such payments during the first
quarter of 2003. As of September 30, 2003 the Company has accrued liabilities
totaling $5,231 related to this defined benefit plan.

6. Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51(FIN 46). FIN 46 requires
certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after September 15, 2003. The Company is in the process of
determining the impact of FIN 46 and has not completed its evaluation.

Statement of Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity(SFAS No. 150), was issued by the FASB in May 2003. The Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.
This Statement was initially effective for financial instruments entered into
or modified after May 31, 2003, and otherwise was effective at the beginning of
the first interim period beginning after June 15, 2003. However, on October
29, 2003, the FASB voted to defer for an indefinite period the application of
the guidance of SFAS No. 150, to noncontrolling interests (noncontrolling
interests) that are classified as equity in the financial statements of the
subsidiary but would be classified as a liability in the parents financial
statements. The Company is in the process of determining the impact of SFAS
No. 150 and with the exception of noncontrolling interests this pronouncement has
no impact on the consolidated financial statements. The Company will monitor conclusions reached by the FASB and the
related impact to noncontrolling interests as they are finalized.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended September 30, 2002 Compared to Three Months Ended September
30, 2003

Net Revenue.Net revenue increased from $231.5 million for the three
months ended September 30, 2002 to $253.8 million for the three months ended
September 30, 2003, an increase of $22.3 million, or 9.6%. This increase
resulted primarily from a 6.4% increase in the number of treatments performed
by Renal Care Group from 773,257 in the 2002 period to 822,551 in the 2003
period. This growth in treatments is the result of the acquisition and
development of various dialysis facilities and a 5.0% increase in same-market
treatments for the 2003 period over the 2002 period. In addition, average net
revenue per dialysis treatment increased 3.4% from $298 in 2002 to $308 in
2003. The increase in revenue per treatment was largely due to a rate increase
to private payors that Renal Care Group implemented in the fourth quarter of
2002 and, to a lesser extent, an increase in utilization of certain ancillary
drugs. This increase was partially offset by pricing pressure from a number of
commercial insurers and managed care organizations. Management believes that
the Company will face reductions in reimbursement rates from state
Medicaid programs, as well as reductions in rates from commercial insurers and
managed care organizations or resistance to rate increases from these payors
for the remainder of 2003 and in 2004. These reductions will likely
result in a reduction in revenue per treatment in 2004.

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 $151.7 million for the three months ended September 30, 2002 to $165.0
million for the three months ended September 30, 2003, an increase of 8.7%.
This increase was due principally to the increase in the number of treatments
performed during the period, which was reflected in corresponding increases in
the use of labor, drugs and supplies. Patient care costs as a percentage of net
revenue decreased from 65.5% in the 2002 period to 65.0% in the 2003 period.
Patient care costs per treatment increased 2.6% from $196 in the 2002 period to
$201 in the 2003 period. The increase in patient care costs per treatment was
due to increases in the price of EPO, labor costs, the cost of insurance, and
the utilization of certain ancillary drugs. Management believes that the
Company will continue to face increases in the cost of labor and insurance for
the remainder of 2003.

General and Administrative Expenses.General and administrative expenses
include corporate office costs and other costs not directly related to the care
of patients, including facility administration, accounting, billing and
information systems. General and administrative expenses increased from $19.7
million for the three months ended September 30, 2002 to $21.2 million for the
three months ended September 30, 2003, an increase of 7.8%. General and
administrative expenses as a percentage of net revenue decreased slightly from
8.5% in the 2002 period to 8.4% in the 2003 period.

Provision for Doubtful Accounts.Management determines the provision for
doubtful accounts as a function of payor mix, billing practices and other
factors. Renal Care Group reserves 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. Management estimates the net
collectibility of accounts receivable based upon a variety of factors. These
factors include, but are not limited to, analyzing revenues generated from
payor sources, performing subsequent collection testing and regularly reviewing
detailed accounts receivable agings. Management makes adjustments to the
allowance for doubtful accounts as necessary based on the results of
managements reviews of the net collectibility of accounts receivable. The
provision for doubtful accounts increased from $6.0 million for the three
months ended September 30, 2002 to $6.6 million for the three months

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ended September 30, 2003, an increase of $548,000, or 9.1%. The provision
for doubtful accounts as a percentage of net revenue remained consistent at
2.6% in both the 2002 and 2003 periods.

Depreciation and Amortization.Depreciation and amortization increased
from $10.4 million for the three months ended September 30, 2002 to $11.4
million for the three months ended September 30, 2003, an increase of 9.3%.
This increase was due to openings of new dialysis facilities, normal
replacement costs of dialysis facilities and equipment, purchases of
information systems, and the amortization of separately identifiable intangible
assets associated with acquisitions.

Income from Operations.Income from operations increased from $43.7
million for the three months ended September 30, 2002 to $49.7 million for the
three months ended September 30, 2003, an increase of 13.7%. Income from
operations as a percentage of net revenue increased from 18.9% in the 2002
period to 19.6% in the 2003 period as a result of the operational improvements
discussed above.

Interest Expense, Net.Interest expense decreased from $569,000 for the
three months ended September 30, 2002 to $76,000 for the three months ended
September 30, 2003. Net interest expense in the 2002 period
resulted principally from
expensing loan origination costs associated with the Companys line of
credit, which was substantially amended in the third quarter of 2002, and
interest associated with higher borrowings during the three months ended
September 30, 2002 to fund repurchases of Company common stock.

Minority Interest.Minority interest represents the proportionate equity
interest of other partners in the Companys consolidated entities that are not
wholly-owned, where the financial results of the entities are included in the
Companys consolidated results. Minority interest as a percentage of net
revenue increased to 2.7% in the 2003 period from 2.3% in the 2002
period. This increase was the result of continued financial improvements
in Renal Care Groups larger joint ventures, primarily those in Ohio, Oregon
and Washington, as well as an increase in the number of facilities operated as
joint ventures.

Provision for Income Taxes.The provision for income taxes increased from
$14.4 million for the three months ended September 30, 2002 to $16.3 million
for the three months ended September 30, 2003, an increase of $1.9 million or
13.3%. The increase was a result of the increase in pre-tax earnings discussed
above. The Companys effective tax rate of the Company remained consistent at
38.0% for the 2002 and 2003 periods.

Net Income.Net income increased from $23.4 million for the three months
ended September 30, 2002 to $26.5 million for the three months ended September
30, 2003, an increase of $3.1 million or 13.3%. The increase was a result of
the items discussed above.

Nine months Ended September 30, 2002 Compared to Nine months Ended September
30, 2003

Net Revenue.Net revenue increased from $660.4 million for the nine months
ended September 30, 2002 to $743.0 million for the nine months ended September
30, 2003, an increase of $82.7 million, or 12.5%. This increase resulted
primarily from an 8.5% increase in the number of treatments from 2,227,230 in
2002 to 2,415,805 in 2003. This growth in treatments is the result of the
acquisition and development of various dialysis facilities and a 5.3% increase
in same-market treatments for the 2003 over the 2002 period. In addition,
average net revenue per dialysis treatment increased 4.4% from $294 in 2002 to
$307 in 2003. The increase in revenue per treatment was primarily due to the
implementation of a rate increase to private payors in the fourth quarter of
2002. This increase was partially offset by pricing pressure from a number of
commercial insurers and managed care organizations. Management believes that
the Company will face reductions in reimbursement

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rates from state Medicaid programs, as well as reductions in rates from
commercial insurers and managed care organizations or resistance to rate
increases from these payors for the remainder of 2003 and in 2004.
These reductions will likely result in a reduction in revenue per
treatment in 2004.

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 $432.2 million for the nine months ended September 30, 2002 to $482.4
million for the nine months ended September 30, 2003, an increase of 11.6%.
This increase was due principally to the increase in the number of treatments
performed during the period, which was reflected in corresponding increases in
the use of labor, drugs and supplies. Patient care costs as a percentage of net
revenue decreased from 65.4% in 2002 to 64.9% in 2003. Patient care costs per
treatment increased 3.1% from $194 in 2002 to $200 in 2003. The increase in patient care costs per treatment was
due to increases in the price of EPO, labor costs, the cost of insurance, and
the utilization of certain ancillary drugs. Management believes that the
Company will continue to face increases in the cost of labor and insurance for
the remainder of the 2003 period.

General and Administrative Expenses.General and administrative expenses
increased from $56.0 million for the nine months ended September 30, 2002 to
$68.7 million for the nine months ended September 30, 2003, an increase of
22.6%. This increase was due primarily to a $5.4 million charge recorded in the
first quarter of 2003 related to a retirement benefit plan for the Companys
former Chairman, Chief Executive Officer and President that was adopted in
January 2003. General and administrative expenses as a percentage of revenue
increased from 8.5% in the 2002 period to 9.2% in the 2003 period. The
retirement package charge accounts for substantially all of the increase in
general and administrative expenses as a percentage of net revenue.

Provision for Doubtful Accounts.Management determines the provision for
doubtful accounts as a function of payor mix, billing practices and other
factors. Renal Care Group reserves 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. Management estimates the net
collectibility of accounts receivable based upon a variety of factors. These
factors include, but are not limited to, analyzing revenues generated from
payor sources, performing subsequent collection testing and regularly reviewing
detailed accounts receivable agings. Management makes adjustments to the
allowance for doubtful accounts as necessary based on the results of
managements reviews of the net collectibility of accounts receivable. The
provision for doubtful accounts increased from $17.2 million for the nine
months ended September 30, 2002 to $19.4 million for the nine months ended
September 30, 2003, an increase of $2.2 million, or 12.8%. The provision for
doubtful accounts as a percentage of net revenue remained consistent at 2.6% in
both the 2002 and 2003 periods.

Depreciation and Amortization.Depreciation and amortization increased
from $29.7 million for the nine months ended September 30, 2002 to $33.2
million for the nine months ended September 30, 2003, an increase of $3.5
million, or 11.9%. 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 separately
identifiable intangible assets associated with the acquisitions accounted for
as purchases.

Income from Operations.Income from operations increased from $125.2
million for the nine months ended September 30, 2002 to $139.2 million for the
nine months ended September 30, 2003, an increase of $14.0 million, or 11.2%.
Income from operations as a percentage of net revenue decreased from 19.0% in
the 2002 period to 18.7% in the 2003 period principally as a result of the
adoption of the retirement package for the former Chairman, Chief Executive
Officer, and President, as well as the factors discussed above.

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Interest Expense, Net.Interest expense decreased from $880,000 for the
nine months ended September 30, 2002 to $526,000 for the nine months ended
September 30, 2003. The Company recognized interest expense in 2002 and 2003
primarily on short-term borrowings to fund repurchases of Renal Care Group
common stock, capital leases and equipment notes payable, commitment fees and
amortization of debt issuance costs. During the 2003 period the average short-term
borrowings have been less than those outstanding in the 2002 period.

Minority Interest.Minority interest represents the proportionate equity
interest of other partners in the Companys consolidated entities that are not
wholly-owned, where the financial results of the entities are included in the Companys
consolidated results. Minority interest as a percentage of net revenue
increased to 2.6% in 2003 from 2.3% in 2002. This increase was the result of
continued financial improvements in Renal Care Groups larger joint ventures,
primarily those in Ohio, Oregon and Washington, as well as an increase in the
number of facilities operated as joint ventures.

Provision for Income Taxes.The provision for income taxes increased from
$41.4 million for the nine months ended September 30, 2002 to $45.4 million for
the nine months ended September 30, 2003, an increase of $4.0 million or 9.6%.
The increase was a result of the increase in pre-tax earnings described above.
The Companys effective tax rate remained consistent at 38.0% for the 2002 and
2003 periods.

Net Income.Net income increased from $67.6 million for the nine months
ended September 30, 2002 to $74.1 million for the nine months ended September
30, 2003, an increase of $6.5 million or 9.7%. The increase was a result of the
items discussed above.

Liquidity and Capital Resources

Renal Care Group requires capital primarily to acquire and develop
dialysis centers, to purchase property and equipment for existing centers, to
repurchase shares of its common stock and to finance working capital needs. At
September 30, 2003, the Companys working capital was $169.9 million, cash and
cash equivalents were $121.1 million, and the Companys current ratio was
approximately 2.1 to 1.

Net cash provided by operating activities was $148.3 million for the nine
months ended September 30, 2003. Cash provided by operating activities consists
of net income before depreciation and amortization expense, adjusted for
changes in components of working capital, primarily accounts receivable, offset
by distributions of $16.8 million to minority partners. Net cash used in
investing activities was $60.2 million for the nine months ended September 30,
2003. Cash used in investing activities consisted primarily of $44.0 million of
purchases of property and equipment and $14.2 million of cash paid for
acquisitions. Net cash used in financing activities was $5.3 million for the
nine months ended September 30, 2003. Cash used in financing activities
primarily reflects $37.1 million in net proceeds from the issuance of common
stock as options were exercised and from shares purchased under the Companys
employee stock purchase plan, which was offset by net payments of debt of $7.2
million and repurchases of Renal Care Group common stock of $35.2 million.

In July 2002, Renal Care Group entered into two credit agreements with a
group of banks totaling $150.0 million consisting of a $100.0 million Second
Amended and Restated Loan Agreement (the Multi-Year Facility) and a $50.0
million Loan Agreement (the 364-day Facility). The Multi-Year Facility has a
final maturity of July 1, 2005 and the 364-day Facility had a final maturity of
June 30, 2003, which was extended to June 30, 2004 by an amendment entered into
in June 2003. Borrowings under the credit agreements may be used for
acquisitions, capital expenditures, working capital and general corporate
purposes. No more than $25.0 million of either credit agreement may be used for
any single acquisition without the consent of the lenders. These variable rate
debt instruments carry a degree of interest rate risk. Specifically, variable
rate debt may result in higher costs to the Company if interest rates rise.

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Each of Renal Care Groups wholly-owned subsidiaries has guaranteed all of
Renal Care Groups obligations under the loan agreements. Further, Renal Care
Groups obligations under the loan agreements, and the obligations of each of
its subsidiaries under its guaranty, are secured by a pledge of the equity
interests held by Renal Care Group in each of the subsidiaries. Financial
covenants are customary based on the amount and duration of these commitments.

A significant component of Renal Care Groups growth strategy is the
acquisition and development of dialysis facilities. There can be no assurance
that Renal Care Group will be able to identify suitable acquisition candidates
or to close acquisition transactions with them on acceptable terms. Management
believes that existing cash and funds from operations, together with funds
available under existing credit facilities, will be sufficient to meet Renal
Care Groups acquisition, expansion, capital expenditure and working capital
needs for the foreseeable future. However, in order to finance certain large
strategic acquisition opportunities, Renal Care Group may need to incur
additional short and long-term bank indebtedness or to issue equity or debt
securities. The availability and terms of any future financing will depend on
market and other conditions. There can be no assurance that Renal Care Group
will be able to secure additional financing, if required, on acceptable terms.

Renal
Care Group plans to make capital expenditures of between $65.0 million and $75.0 million, primarily
for equipment replacement, expansion of existing dialysis facilities and
construction of de novo facilities in 2003. Renal Care Group has
made capital expenditures of $44.0 million through September 30, 2003. The
Company expects that remaining capital expenditures in 2003 will be funded with
cash provided by operating activities and the Companys existing credit
facilities. Management believes that capital resources available to Renal Care
Group will be sufficient to meet the needs of its business, both on a short-
and long-term basis.

Management, from time to time, determines the appropriateness of
repurchasing Renal Care Group common stock in accordance with a repurchase plan
initially authorized by the Board of Directors in October 2000. In October
2003, the Company announced that its Board of Directors had approved an
increase in the repurchase plan to allow the purchase of up to a total of
$450.0 million in common stock. In the first and third quarters of 2003, Renal
Care Group repurchased 152,000 and 863,000 shares of common stock for $4.4
million and $30.9 million, respectively. The Company did not repurchase shares
of common stock during the second quarter of 2003. As of September 30, 2003,
Renal Care Group had repurchased 4.0 million shares under the plan for a total
of $129.2 million.

Critical Accounting Policies

The Securities and Exchange Commission issued a financial reporting
release, FR-60, Cautionary Advice Regarding Disclosure About Critical
Accounting Policies. In accordance with that release, management has identified
accounting policies that it considers critical to the business of Renal Care
Group. Those policies include net revenue and contractual provisions, provision
for doubtful accounts, self-insurance accruals, and impairment of long-lived
assets and long-lived assets to be disposed of. These policies were identified
as critical based on their importance to the consolidated financial statements
as well as on the degrees of subjectivity and complexity involved in these
policies. There have been no changes in Renal Care Groups critical accounting
policies or in the application of those policies from those described in the
Companys annual report on Form 10-K as filed with the SEC on March 18, 2003.

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RISK FACTORS

You should carefully consider the risks described below before investing
in Renal Care Group. The risks and uncertainties described beloware notthe
only ones facing Renal Care Group. Other risks and uncertainties that we have
not predicted or assessed may also adversely affect us.

If any of the following risks occurs, our earnings, financial condition or
business could be materially harmed, and the trading price of our common stock
could decline, resulting in the loss of all or part of your investment.

If Congress or CMS Changes the Medicare or Medicaid Programs for Dialysis, Then
Our Revenue and Earnings Could Decrease

If the government changes the Medicare, Medicaid or similar government
programs or the rates those programs pay for our services, then our revenue and
earnings may decline. We estimate that approximately 49% of our net revenue for
2001, 50% of our net revenue for 2002 and 49% of our net revenue for the nine
months ended September 30, 2003 consisted of reimbursements from Medicare,
including reimbursement for the administration of EPO to treat anemia. We also
estimate that approximately 6% of our net revenue for 2001, 7% of our net
revenue for 2002 and 6% of our net revenue for the nine months ended September
30, 2003 consisted of reimbursements from Medicaid or comparable state
programs. Any of the following actions in connection with government programs
could cause our revenue and earnings to decline:



| |  |  | a reduction of the amount paid to us under government programs;                                                                                                                         
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | an increase in the costs associated with performing our
services that are subject to inflation, such as labor and supply
costs, without a corresponding increase in reimbursement rates;
|
| |  |  | the inclusion of some or all ancillary services, for which we
are now reimbursed separately, in the flat composite rate for a
dialysis treatment; or                                    
|
| |  |  | changes in laws, or the interpretations of laws, which could
cause us to modify our operations.                                                                                         

Specifically, Congress and CMS have proposed expanding the drugs and
services that are included in the flat composite rate. CMS has indicated that
it believes such a mechanism would be fairer and easier to administer. In
addition, Congress and CMS have proposed reviewing and potentially
recalculating the average wholesale prices of some drugs, including some of the
drugs that we bill for outside of the flat composite rate. CMS has indicated
that it believes the average wholesale prices on which it currently bases
reimbursement are too high and that Medicare reimbursement for these drugs is,
therefore, too high. We are unable to predict accurately whether reimbursement
will be changed and, if so, by how much; therefore, we are unable to quantify
what the net effect of changes in the flat composite rate or reimbursement for
ancillary drugs would have on our revenue and earnings.

If States Lower Medicaid Reimbursement, Then We Would be Less Profitable

The Medicaid programs in some of the states in which we operate reimburse
us at rates higher than those paid by Medicare. Some of these programs, like
Washingtons and Wisconsins, have approved and implemented reductions in reimbursement. Other
programs have proposed reductions or have announced that they are considering
reductions. In addition, a number of the states where we operate are
experiencing budget shortfalls, and some of these states may consider reducing
Medicaid reimbursement or changing their Medicaid programs to cut costs. If

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all of the states in which we operate that have Medicaid rates that are
higher than Medicare rates were to reduce their rates for all of our services
to Medicare rates and giving effect to the reductions already approved in
Washington and Wisconsin, our earnings per share will likely be adversely
affected by between $0.10 and $0.15 per share in 2004. We are unable to predict
whether and, if so, when any reductions in Medicaid reimbursement other than
those approved in Washington and Wisconsin might occur and what their precise
effect will be.

If Reimbursement for EPO Decreases, Then We Could be Less Profitable

If government or private payors decrease reimbursement rates for EPO, for
which we are currently reimbursed separately outside of the flat composite
rate, then our revenue and earnings will decline. EPO is a bio-engineered
hormone that is used to treat anemia. Revenues from the administration of EPO
were approximately 25% of our net revenue for 2001, 23% of our net revenue for
2002, and 24% of our net revenue for the nine months ended September 30, 2003.
Most of our payments for EPO come from government programs. For the nine months
ended September 30, 2003, Medicare and Medicaid reimbursement represented
approximately 55% of the total revenue we derived from EPO. A reduction in the
reimbursement rate for EPO could materially and adversely affect our revenue
and earnings.

If Amgen Raises the Price for EPO or if EPO Becomes in Short Supply, Then We
Could be Less Profitable

EPO is produced by a single manufacturer, Amgen Inc., and there are no
substitute products currently marketed to dialysis providers in the United
States. In April 2002, Amgen announced a 3.9% increase in the price of EPO.
This price increase did not affect our earnings in 2002 because our contract
with Amgen had pricing protection through 2002, but has adversely affected our
earnings in the first three quarters of 2003 and will continue to adversely
affect us throughout 2003. If Amgen imposes additional EPO price increases or
if Amgen or other factors interrupt the supply of EPO, then our revenue and
earnings will decline.

If Amgen Markets Aranesp® for ESRD Patients, Then We Could be Less Profitable

Amgen has developed and obtained FDA approval for a new drug to treat
anemia marketed as Aranesp® (darbepoetin alfa). Aranesp® is a longer acting
form of bio-engineered protein that, like EPO, can be used to treat anemia. EPO
is usually administered in conjunction with each dialysis treatment. Aranesp®
can remain effective for between two and three weeks. If Amgen markets Aranesp®
for the treatment of dialysis patients, then our earnings could be materially
and adversely affected by either of the following factors:



| |  |  | Our margins realized from the administration of Aranesp® could
be lower than the margins realized on the administration of EPO; or                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Physicians could decide to administer Aranesp® in their
offices, and we would not recognize revenue or profit from the
administration of EPO or Aranesp®.

If Payments by Private Insurers, Hospitals or Managed Care Organizations
Decrease, Then Our Revenue and Earnings Could Decrease

If private insurers, managed care organizations or hospitals reduce their
rates or if we experience a significant shift in our revenue mix toward
additional Medicare or Medicaid reimbursement, then our revenue and earnings
will decline. We estimate that approximately 45% of our net revenue for 2001,
43% of our net revenue for 2002 and 45% of our net revenue for the nine months
ended September 30, 2003 were derived from sources other than Medicare and
Medicaid. In general, payments we receive from private insurers and hospitals
for our services are at rates significantly higher than the Medicare or
Medicaid rates. Payments we receive from

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managed care organizations are also at rates higher than Medicare and Medicaid
rates but lower than those paid by private insurers. In addition, we have been
able to implement annual price increases for these private payors that we have
not been able to implement for federal programs. Management believes that
health insurance pricing is cyclical and that we may be at or near the top of
the cycle. As a result, management believes that our ability to maintain or
raise rates to private insurers and managed care companies will likely be more
limited over the next several years than it has been in the recent
past. The Company has recently experienced reductions in reimbursement from two
commercial insurers, and management believes that the reductions in
reimbursement by these two commercial insurers along with pricing
pressure from other commercial insurers and managed care
organizations will likely adversely impact our revenue per treatment
and earnings per share in 2004. Any of the following events could have a material adverse
effect on our revenue and earnings:



| |  |  | any number of economic or demographic factors could cause
private insurers, hospitals or managed care companies to reduce the
rates they pay us or to refuse to pay price increases or work to
reduce the rate of our price increases;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a portion of our business that is currently reimbursed by
private insurers or hospitals may become reimbursed by managed care
organizations, which generally have lower rates for our services; or                                    
|
| |  |  | the scope of coverage by Medicare or Medicaid under the flat
composite rate could expand and, as a result, reduce the extent of
our services being reimbursed at the higher private-insurance rates.                                  

If Local Physicians Stop Sending Patients to Our Centers or Were Prohibited
From Doing so for Regulatory Reasons, Then Our Revenue and Earnings Would
Decline

Our dialysis centers depend on local nephrologists sending patients to the
centers. Typically, one or a few physicians patients make up all or a
significant portion of the patient base at each of our dialysis centers, and
the loss of the patient base of one or more of these physicians could have a
material adverse effect on the operations of that center. The loss of the
patient base of a significant number of local physicians could cause our
revenue and earnings to decline. In many instances, the primary referral
sources for our centers are physicians who also serve as medical directors of
our centers and may be shareholders. If the medical director relationship or
stock ownership were found to violate applicable federal or state law,
including fraud and abuse laws and laws prohibiting self-referrals, then the
physicians acting as medical directors or owning our stock could be forced to
stop referring patients to our centers. A number of our medical
director agreements will expire over the next three years, unless
they are renewed or renegotiated. We have not been able to renew or
renegotiate a small number of our medical director agreements that
have expired this year, and we may not be able to renew or
renegotiate expiring medical director agreements successfully, or we may not be able
to enforce the non-competition provisions of some of our medical director
or other agreements, any of which could result in a loss of patients, since dialysis
patients are typically treated at a center where their physician or a member of
his or her practice group serves as medical director. We believe that our
future success will depend in part on our ability to attract and retain
qualified physicians to serve as medical directors of our dialysis centers.

If Our Business Is Alleged or Found To Violate Heath Care or Other Applicable
Laws, Our Revenue and Earnings Could Decrease

We are subject to extensive federal, state and local regulation. The laws
that apply to our operations include, but are not limited to, the following:



| |  |  | fraud and abuse prohibitions under state and federal health care laws;                                    
| | - |  | ----------------------------------------------------------------------------------------------------------
|
| |  |  | prohibitions and limitations on patient referrals;                                                        
|
| |  |  | billing and reimbursement rules, including false claims
prohibitions under health care reimbursement laws;

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| |  |  | rules regarding the collection, use, storage and disclosure of
patient health information, including the federal Health Insurance
Portability and Accountability Act of 1996, referred to as HIPAA, and
state law equivalents of HIPAA;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | facility licensure;                                                                                                                                                                                                                    
|
| |  |  | health and safety requirements;                                                                                                                                                                                                        
|
| |  |  | environmental compliance; and                                                                                                                                                                                                          
|
| |  |  | medical and toxic waste disposal.                                                                                                                                                                                                      

Much of the regulation of our business, particularly in the areas of fraud
and abuse and patient referral, is complex and open to differing
interpretations. Due to the broad application of the statutory provisions and
the absence in many instances of regulations or court decisions addressing the
specific arrangements by which we conduct our business, including our
arrangements with medical directors, physician stockholders and physician joint
venture partners, governmental agencies could challenge some of our practices
under these laws.

New regulations governing electronic transactions and the collection, use,
storage, and disclosure of health information impose significant administrative
and financial obligations on our business. If, after the required compliance
date, we are found to have violated these regulations, we could be subject to:



| |  |  | criminal or civil penalties, including significant fines;                                       
| | - |  | ------------------------------------------------------------------------------------------------
|
| |  |  | claims by people who believe their health information has been improperly used or disclosed; and
|
| |  |  | administrative penalties by payors.                                                             

Government investigations of health care providers, including dialysis
providers, have continued to increase. We have been the subject of
investigations in the past, and the government may investigate our business in
the future. One of our competitors, DaVita, Inc., has announced that it is the
subject of an investigation by the U.S. Attorney for the Eastern District of
Pennsylvania, and another competitor, Gambro Healthcare, Inc., has announced
that it is the subject of an investigation by the U.S. Attorneys Office in St.
Louis, Missouri. If any of our operations are found to violate applicable laws,
then we may be subject to severe sanctions, or we could be required to alter or
discontinue the challenged conduct or both. If we are required to alter our
practices, we may not be able to do so successfully. If any of these events
occurs, our revenue and earnings could decline.

Changes in the Health Care Delivery, Financing or Reimbursement Systems Could
Adversely Affect Our Business

The health care industry in the United States may be entering a period of
change and uncertainty. Health care organizations, public or private, may
dramatically change the way they operate and pay for services. Our business is
designed to function within the current health care financing and reimbursement
system. During the past several years, the health care industry has been
subject to increasing levels of government regulation of, among other things,
reimbursement rates and relationships with referring physicians. In addition,
proposals to reform the health care system have been considered by Congress. In
light of the continued increases in the cost of health care and the current
economic weakness, there may be new proposals to change the health care system
and control costs. These proposals, if enacted, could further increase the
governments oversight role and

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involvement in health care, lower reimbursement rates and otherwise change the
operating environment for health care companies. We cannot predict the
likelihood of those events or what impact they may have on our business.

The Dialysis Business Is Highly Competitive. If We Do Not Compete Effectively
in Our Markets, Then We Could Lose Market Share and Our Rate of Growth Could
Slow

The dialysis industry is largely consolidated, and the consolidation trend
continues as large providers acquire smaller providers. There is a small number
of large dialysis companies that compete for the acquisition of outpatient
dialysis centers and the development of relationships with referring
physicians. Two of our major competitors are part of larger companies that also
manufacture dialysis equipment, which allows them to benefit from lower
equipment costs. Several of our competitors, including these equipment
manufacturers, are significantly larger than we are and have greater financial
resources and more established operations. We cannot assure you that we will be
able to compete effectively with any of our competitors.

If We Lose Any of Our Executive Officers, Then Our Ability To Run Our Business
Could be Adversely Affected, and Our Revenue and Earnings Could Decline

We depend on the services of our executive officers William P. Johnston,
our Chairman of the Board, Gary A. Brukardt, our President and Chief Executive
Officer, Raymond M. Hakim, M.D., Ph.D. and David M. Dill, each an Executive
Vice President, and Douglas B. Chappell, our General Counsel. Mr. Brukardt and
Dr. Hakim have each been with Renal Care Group since its formation. The
services of our executive officers would be difficult to replace. We recently
selected Mr. Johnston as our Executive Chairman and Mr. Brukardt as our
President and Chief Executive Officer, and we cannot predict what impact the
loss of Mr. Brooks, our previous Chairman, President and Chief Executive
Officer and the appointment of Mr. Johnston and Mr. Brukardt in these positions
will have on Renal Care Group.

If We are Unable to Make Acquisitions in the Future, Then Our Rate of Growth
Will Slow

Much of our historical growth has come from acquisitions. Although we
intend to continue to pursue growth through the acquisition of dialysis
centers, we may be unable to identify and complete suitable acquisitions at
prices we are willing to pay, or we may be unable to obtain the necessary
financing. Further, due to the increased size of our Company since its
formation, the amount that acquired businesses contribute to our revenue and
profits will continue to be smaller on a percentage basis. Also, as a result of
consolidation in the dialysis industry, the four largest providers of
outpatient dialysis services own approximately 65% of the outpatient dialysis
facilities in the United States. We compete with these other companies to
identify and complete suitable acquisitions. We expect this competition to
intensify in light of the smaller pool of available acquisition candidates and
other market forces. As a result, we believe it will be more difficult for us
to acquire suitable companies on favorable terms. Further, the businesses we
acquire may not perform well enough to justify our investment. If we are unable
to make additional acquisitions on suitable terms, then we may not meet our
growth expectations.

If We Complete Future Acquisitions, We May Dilute Existing Stockholders by
Issuing More of Our Common Stock or We May Incur Expenses Related to Debt and
Goodwill, Which Could Reduce Our Earnings

We may issue equity securities in future acquisitions that could be
dilutive to our shareholders. We also may incur additional debt in future
acquisitions. Interest expense on debt incurred to fund our acquisitions may
significantly reduce our profitability. While goodwill and other intangible
assets with indefinite lives are not

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amortized to expense under generally accepted accounting principles, we are
required to review all of these assets at regular intervals for impairment and
to charge an appropriate amount to expense when impairment is identified. If we
identify impairment and are required to write off a significant portion of our
intangible assets at one time, then there could be a material adverse impact on
our stock price.

If We Fail to Integrate Acquired Companies, Then We Will be Less Profitable

We have grown significantly by acquisitions of other dialysis providers
since our formation. We intend to pursue acquisitions of more dialysis
businesses in the future. We are unable to predict the number and size of any
future acquisitions. We face significant challenges in integrating an acquired
companys management and other personnel, clinical operations, and financial
and operating systems with ours, often without the benefit of continued
services from key personnel of the acquired company. We face these challenges
particularly in larger acquisitions. We may be unable to integrate the
businesses we acquire successfully or to achieve anticipated benefits from an
acquisition in a timely manner, which could lead to substantial costs and
delays or other operational, technical or financial problems, including
diverting managements attention from our existing business. Any of these
results could damage our profitability and our prospects for future growth.

If Acquired Businesses Have Unknown Liabilities, Then We Could be Exposed to
Liabilities That Could Harm Our Business and Profitability

Businesses we acquire may have unknown or contingent liabilities,
including liabilities for failure to comply with health care laws. Although we
generally attempt to identify practices that may give rise to unknown or
contingent liabilities and conform them to our standards after the acquisition,
private plaintiffs or governmental agencies may still assert claims. Even
though we generally seek to obtain indemnification from the sellers of
businesses we buy, unknown and contingent liabilities may not be covered by
indemnification or may exceed contractual limits or the financial capacity of
the indemnifying party.

If Our Costs of Insurance and Claims Increase, Then Our Earnings Could Decrease

Renal Care Group currently maintains programs of general and professional
liability insurance and directors and officers insurance with significant
deductible or self-insured retention amounts on each claim. In addition, we
generally self-insure our employee health plan and workers compensation
program, while maintaining excess insurance for some very large claims. We have
accepted higher deductibles and self-insurance exposure in each of the last
several years to offset part of the increases in premiums for the programs.
These deductibles and premiums increased substantially in 2002 and 2003. Our
earnings could be materially and adversely affected by any of the following:



| |  |  | further increases in premiums, deductible and self-insurance
retentions;                                                   
| | - |  | ---------------------------------------------------------------------------------------------------------------------------
|
| |  |  | increases in the number of liability claims against us or the
cost of settling or trying cases related to those claims; and
|
| |  |  | an inability to obtain one or more types of insurance on
acceptable terms.                                                 

If Our Board of Directors Does Not Approve an Acquisition or Change in Control
of Renal Care Group, Then Our Shareholders May Not Realize the Full Value of
Their Stock

Our certificate of incorporation and bylaws contain a number of provisions
that may delay, deter or inhibit a future acquisition or change in control of
Renal Care Group that is not first approved by our board of

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directors. This could occur even if our shareholders receive an attractive
offer for their shares or if a substantial number or even a majority of our
shareholders believe the takeover is in their best interest. These provisions
are intended to encourage any person interested in acquiring Renal Care Group
to negotiate with and obtain approval from our board of directors before
pursuing a transaction. Provisions that could delay, deter or inhibit a future
acquisition or change in control of Renal Care Group include the following:



| |  |  | a staggered board of directors that would require two annual
meetings to replace a majority of the board of directors;                                                                                         
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | restrictions on calling special meetings at which an
acquisition or change in control might be brought to a vote of the
shareholders;                                                                          
|
| |  |  | blank check preferred stock that may be issued by our board of
directors without shareholder approval and that may be substantially
dilutive or contain preferences or rights objectionable to an
acquiror; and
|
| |  |  | a poison pill that would substantially dilute the interest
sought by an acquiror.                                                                                                                              

These provisions could also discourage bids for our common stock at a
premium and cause the market price of our common stock to decline.

Our Stock Price Is Volatile and as a Result, the Value of Your Investment May
Go Down for Reasons Unrelated To the Performance of Our Business

Our common stock is traded on the New York Stock Exchange. The market
price of our common stock has been volatile, ranging from a low closing price
of $28.05 per share to a high closing price of $37.60 per share during the nine
months ended September 30, 2003. The market price for our common stock could
fluctuate substantially based on a variety of factors, including the following:



| |  |  | future announcements concerning us, our competitors or the health care market;
| | - |  | ------------------------------------------------------------------------------
|
| |  |  | the threat of litigation or government investigation;                         
|
| |  |  | changes in government regulations; and                                        
|
| |  |  | changes in earnings estimates by analysts.                                    

Furthermore, stock prices for many companies fluctuate widely for reasons
that may be unrelated to their operating results. These fluctuations, coupled
with changes in demand or reimbursement levels for our services and general
economic, political and market conditions, could cause the market price of our
common stock to decline.

Forward Looking Statements

Some of the information in this quarterly report on Form 10-Q represents
forward-looking statements that involve substantial risks and uncertainties.
You can identify these statements by forward-looking words such as may,
will, expect, anticipate, believe, intend, estimate and continue
or similar words. You should read statements that contain these words carefully
for the following reasons:

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| |  |  | the statements discuss our future expectations;                                             
| | - |  | --------------------------------------------------------------------------------------------
|
| |  |  | the statements contain projections of our future earnings or of our financial condition; and
|
| |  |  | the statements state other forward-looking information.                                   

We believe it is important to communicate our expectations to our
investors. There may, however, be events in the future that we are not
accurately able to predict or over which we have no control. The risk factors
listed above, as well as any cautionary language in or incorporated by
reference into this quarterly report on Form 10-Q, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. The SEC
allows us to incorporate by reference the information we file with them,
which means we can disclose important information to you by referring you to
those documents. Before you invest in our common stock, you should be aware
that the occurrence of any of the events described in the above risk factors,
elsewhere in or incorporated by reference into this quarterly report on Form
10-Q and other events that we have not predicted or assessed could have a
material adverse effect on our earnings, financial condition and business. If
the events described above or other unpredicted events occur, then the trading
price of our common stock could decline and you may lose all or part of your
investment.




ITEM 4. CONTROLS AND PROCEDURES

(a)  The Companys chief executive officer and chief financial officer
evaluated Renal Care Groups disclosure controls and procedures as of the end
of the period covered by this report. Based on such evaluation, the chief
executive officer and chief financial officer have concluded that as of the end
of the period covered by this report Renal Care Group maintains disclosure
controls and procedures that provide reasonable assurance that information
required to be disclosed in Renal Care Groups reports under the Exchange Act
is recorded, processed, summarized and reported within the periods specified in
the SECs rules and forms.

(b)  There have been no changes in the Companys internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

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PART II - OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|        |  |                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)     |  | Exhibits:                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                      
|10.33.1 |  | Amendment #2 dated February 10, 2003 to Agreement No. 200010240
between Renal Care Group, Inc. and Amgen Inc. (The Company has
requested confidential treatment of certain portions of this Exhibit.)
|        |  |                                                                                                                                                                                                      
|31.1    |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                             
|        |  |                                                                                                                                                                                                      
|31.2    |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                             
|        |  |                                                                                                                                                                                                      
|32.1*   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                               
|        |  |                                                                                                                                                                                                      
|32.2*   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                               



| | (b) |  | Reports on Form 8-K:            
| | --- |  | --------------------------------
|
| |     |  | Form 8-K filed July 29, 2003    
|
| |     |  | Form 8-K filed August 6, 2003   
|
| |     |  | Form 8-K filed August 12, 2003  
|
| |     |  | Form 8-K filed September 3, 2003

*     In accordance with Release No. 34-47551, this exhibit is hereby furnished to
the SEC as an accompanying document and is not deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section, and it shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933.

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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)                                                                                
|                  |  |  |     |                                                                                                                    
|November 12, 2003 |  |  | BY: | /s/ David M. Dill                                                                                                  
|                  |  |  |     |                                                                                                                    
|                  |  |  |     | David M. Dill                                                                                                      
|                  |  |  |     | Executive Vice President, Chief Financial
Officer, and Principal Financial Officer and
Principal Accounting Officer

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RENAL CARE GROUP, INC.




EXHIBIT INDEX

|               |  |                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number and     |  |                                                                                                                                                                                                      
|Description of |  |                                                                                                                                                                                                      
|Exhibit        |  |                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                      
|10.33.1        |  | Amendment #2 dated February 10, 2003 to Agreement No. 200010240
between Renal Care Group, Inc. and Amgen Inc. (The Company has
requested confidential treatment of certain portions of this Exhibit.)
|               |  |                                                                                                                                                                                                      
|31.1           |  | Certification pursuant to Rule
13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                             
|               |  |                                                                                                                                                                                                      
|31.2           |  | Certification pursuant to Rule
13a-14(a)/15d-14(a), as adopted
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                                             
|               |  |                                                                                                                                                                                                      
|32.1*          |  | Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002                                                                               
|               |  |                                                                                                                                                                                                      
|32.2*          |  | Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002                                                                               

*     In accordance with Release No. 34-47551, this exhibit is hereby furnished to
the SEC as an accompanying document and is not deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section, and it shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933.