TORRANCE, Calif., Feb. 1 /PRNewswire/ -- Total Renal Care Holdings, Inc. (NYSE: TRL), the nation's second-largest provider of integrated dialysis services, today announced that the Securities and Exchange Commission has declared effective the Company's Form S-3 registration statement for its 7% Convertible Subordinated Notes. The registration statement registers the notes for resale by the holders of the notes.

In connection with this registration, the Company has filed an amended Form 10-K report for 1998 and amended Form 10-Q reports for the first three quarters of 1999. The amendments include the restatement of the Company's financial statements for the periods presented in the filings.

The restatements relate to:

* Goodwill valuation adjustments associated with acquisition

transactions;

* Adoption of fair value accounting for stock options issued to medical

directors, which the Company is no longer granting; and

* Adjustments to accounts payable accruals.

The restatements have the following impact on earnings ($ in millions):

                                                               Nine Months
                                                                     Ended
                                 Year Ended December 31,     September 30,
                                 1996     1997     1998               1999
    Pre-tax earnings increase
    (decrease):
     Goodwill adjustments       $(1.3)  $(10.5)   $(0.9)              $0.1
     Stock options               (1.5)    (3.5)    (3.6)               0.2
     Accounts payable                              (3.8)               3.8
                                $(2.8)  $(14.0)   $(8.3)              $4.1
    Net earnings increase
     (decrease)                 $(1.9)   $(9.5)   $(5.1)              $2.6
    Net earnings (loss)
     as restated                $24.8    $45.5    $(9.4)              $3.4

Total Renal Care Holdings, Inc, based in Torrance, California, is the nation's second-largest provider of dialysis services for patients suffering from chronic kidney failure. The Company owns and operates kidney dialysis centers and home peritoneal dialysis programs domestically in 32 states, as well as Washington, D.C. It also provides acute hemodialysis services to inpatients at approximately 330 hospitals. As of December 1, 1999, Total Renal Care operated 488 outpatient dialysis facilities serving over 40,000 patients.

SOURCE Total Renal Care Holdings, Inc.

CONTACT: LeAnne Zumwalt, Investor Relations of Total Renal Care, Inc., 310-792-2600, ext 2449/