<PAGE>
    As filed with the Securities and Exchange Commission on November 5, 2001.

                               File No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                             RENAL CARE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    DELAWARE                                   62-1622383
         (State or Other Jurisdiction of                    (I.R.S. Employer
          Incorporation or Organization)                  Identification Number)

                         2100 WEST END AVENUE, SUITE 800
                           NASHVILLE, TENNESSEE 37203
                                 (615) 345-5500
               (Address, including zip code, and telephone number
                        of Principal Executive Offices)

              RENAL CARE GROUP, INC. 1999 LONG-TERM INCENTIVE PLAN

                  OUTSTANDING OPTIONS GRANTED OUTSIDE OF A PLAN
                    FOR 119,000 SHARES GRANTED TO EMPLOYEES

                            (Full Title of the Plan)

                                 R. DIRK ALLISON
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             RENAL CARE GROUP, INC.
                         2100 WEST END AVENUE, SUITE 800
                           NASHVILLE, TENNESSEE 37203
                                 (615) 345-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                               -------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                             Proposed             Proposed
        Title of Securities              Amount to           Maximum               Maximum         Amount of
          to be Registered            be Registered(1)    Offering Price          Aggregate      Registration
                                                           Per Share(2)       Offering Price(2)     Fee(2)
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                 <C>                 <C>
Common Stock, $.01 par value per         1,119,000             $28.02           $31,354,380        $ 7,839
share (including rights to purchase
shares of Series A Junior
Participating Preferred Stock)(3)
--------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per         1,000,000             $29.85           $29,850,000        $ 7,463
share (including rights to purchase
shares of Series A Junior
Participating Preferred Stock)(4)
--------------------------------------------------------------------------------------------------------------
TOTAL                                    2,119,000                              $61,204,380        $15,302
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  An aggregate of 3,500,000 shares of Renal Care Group, Inc. Common Stock
     ("RCG Common Stock") are issuable under the Renal Care Group, Inc. 1999
     Long-Term Incentive Plan (the "RCG Plan") and options to purchase 119,000
     shares of Renal Care Group, Inc. Common Stock have been granted outside of
     a plan ("Freestanding Options"). The Registrant has previously filed a
     Registration Statement on Form S-8 with respect to 1,500,000 shares
     issuable under the RCG Plan. This Registration Statement registers
     2,000,000 Shares under the RCG Plan and 119,000 Freestanding Options and
     any additional shares that may hereafter become issuable as a result of the
     adjustment and anti-dilution provisions of the RCG Plan and the
     Freestanding Options.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h)(1) based on (i) the offering price with respect
     to shares for which the offering price is known, and (ii) the average of
     the high and low sales price of $29.85 per share for the Registrant's
     Common Stock on the Nasdaq National Market on October 30, 2001 with respect
     to shares for which the offering price is not known.

(3)  Shares subject to outstanding options granted under the RCG Plan and
     outstanding Freestanding Options.

(4)  Shares that may be issued under the  RCG Plan upon the exercise of options
     granted under the RCG Plan.


<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (2)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2001, and June 30, 2001;

         (3)      The description of Common Stock contained in the Registrant's
                  Registration Statement on Form 8-A filed on January 26, 1996,
                  and any amendment or report filed with the purpose of updating
                  any such description; and

         (4)      The description of Series A Junior Participating Preferred
                  Stock Purchase Rights contained in the Registrant's
                  Registration Statement on Form 8-A filed on May 5, 1997, and
                  any amendment or report filed with the purpose of updating any
                  such description.

         All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Renal Care Group's Amended and Restated Certificate of Incorporation
provides that Renal Care Group shall to the fullest extent permitted by Section
145 of the General Corporation Law of the of Delaware, as amended from time to
time, indemnify its officers and directors.

         Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defense directors, officers, employees or agents are fairly
and reasonably entitled to indemnify for such expenses despite such adjudication
of liability.



                                      II-1
<PAGE>

         Renal Care Group's Amended and Restated Certificate of Incorporation,
as amended, contains a provision which eliminates, to the fullest extent
permitted by the General Corporation Law of Delaware, director liability for
monetary damages for breaches of the fiduciary duty of care or any other duty as
a director.

ITEM 8.  EXHIBITS

         The exhibits included as part of this Registration Statement are as
follows:

<TABLE>
<CAPTION>
    Exhibit Number                      Description
    --------------                      -----------

<S>               <C>
         4(a)     Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(b)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to Exhibit 3.1.2 of
                  the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(c)     Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of the Registrant
                  (incorporated by reference to Exhibit 3.1.3 of the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(d)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 of the Registrant's Registration
                  Statement on Form S-1, Registration No. 333-80221)

         4(e)     Specimen stock certificate for the Common Stock of the
                  Registrant (incorporated by reference to Exhibit 4.2 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(f)     Shareholder Rights Protection Agreement, dated May 2, 1997
                  between the Registrant and First Union National Bank of North
                  Carolina, as Rights Agent (incorporated by reference to
                  Exhibit 99.1 of the Registrant's Current Report on Form 8-K
                  filed May 5, 1997, Commission File No. 0-27640)

         4(g)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 30, 1999, Commission File No. 0-27640)

         5(a)     Opinion of Alston & Bird

         23(a)    Consent of Counsel (included in Exhibit 5(a))

         23(b)    Consent of Ernst & Young LLP

         24       Power of Attorney (included in Part II of this Registration
                  Statement)
</TABLE>



                                      II-2
<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                 (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                 (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

             (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on November 5, 2001.


                                    RENAL CARE GROUP, INC.



                                    By: /s/ Sam A. Brooks, Jr.
                                        ----------------------------------------
                                        Sam A. Brooks, Jr.
                                        Chairman of the Board, President and
                                        Chief Executive Officer





                                      II-4
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Sam A. Brooks, Jr. and R. Dirk Allison, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 5, 2001.

<TABLE>
<CAPTION>
            Signature                                 Capacity
            ---------                                 --------

<S>                                     <C>
/s/ Sam A. Brooks, Jr.                  Chairman of the Board, President, Chief
-------------------------------------   Executive Officer and Director
Sam A. Brooks, Jr.                      (principal executive officer)


/s/ R. Dirk Allison                     Executive Vice President, Chief Financial
-------------------------------------   Officer, and Treasurer (principal
R. Dirk Allison                         financial and accounting officer)


/s/ John D. Bower, M.D.                 Director
-------------------------------------
John D. Bower, M.D.


/s/ Joseph C. Hutts                     Director
-------------------------------------
Joseph C. Hutts

/s/ Harry R. Jacobson, M.D.             Director and Vice Chairman of the Board
-------------------------------------
Harry R. Jacobson, M.D.


/s/ Thomas A. Lowery, M.D.              Director
------------------------------------
Thomas A. Lowery, M.D.


/s/ Stephen D. McMurray, M.D.           Director
-------------------------------------
Stephen D. McMurray, M.D.


/s/ W. Tom Meredith, M.D.               Director
------------------------------------
W. Tom Meredith, M.D.


/s/ Kenneth E. Johnson, Jr., M.D.       Director
-------------------------------------
Kenneth E. Johnson, Jr., M.D.

/s/ William V. Lapham                   Director
-------------------------------------
William V. Lapham
</Table>



                                      II-5
<PAGE>

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
    Exhibit Number                      Description
    --------------                      -----------

<S>               <C>

         4(a)     Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(b)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to Exhibit 3.1.2 of
                  the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(c)     Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of the Registrant
                  (incorporated by reference to Exhibit 3.1.3 of the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(d)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 of the Registrant's Registration
                  Statement on Form S-1, Registration No. 333-80221)

         4(e)     Specimen stock certificate for the Common Stock of the
                  Registrant (incorporated by reference to Exhibit 4.2 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(f)     Shareholder Rights Protection Agreement, dated May 2, 1997
                  between the Registrant and First Union National Bank of North
                  Carolina, as Rights Agent (incorporated by reference to
                  Exhibit 99.1 of the Registrant's Current Report on Form 8-K
                  filed May 5, 1997, Commission File No. 0-27640)

         4(g)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 30, 1999, Commission File No. 0-27640)

         5(a)     Opinion of Alston & Bird

         23(a)    Consent of Counsel (included in Exhibit 5(a))

         23(b)    Consent of Ernst & Young LLP

         24       Power of Attorney (included in Part II of this Registration
                  Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g72464s-8.txt", "description": "RENAL CARE GROUP, INC.", "secsgml_size_bytes": 22209}]
{"company-data": {"conformed-name": "RENAL CARE GROUP INC", "cik": "0000920052", "assigned-sic": "8090", "irs-number": "621622383", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72778", "film-number": "1775259"}, "business-address": {"street1": "2100 WEST END AVENUE", "street2": "SUITE 800", "city": "NASHVILLE", "state": "TN", "zip": "37203", "phone": "6153455500"}}
As filed with the Securities and Exchange Commission on November 5, 2001.

                               File No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                             RENAL CARE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    DELAWARE                                   62-1622383
         (State or Other Jurisdiction of                    (I.R.S. Employer
          Incorporation or Organization)                  Identification Number)

                         2100 WEST END AVENUE, SUITE 800
                           NASHVILLE, TENNESSEE 37203
                                 (615) 345-5500
               (Address, including zip code, and telephone number
                        of Principal Executive Offices)

              RENAL CARE GROUP, INC. 1999 LONG-TERM INCENTIVE PLAN

                  OUTSTANDING OPTIONS GRANTED OUTSIDE OF A PLAN
                    FOR 119,000 SHARES GRANTED TO EMPLOYEES

                            (Full Title of the Plan)

                                 R. DIRK ALLISON
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             RENAL CARE GROUP, INC.
                         2100 WEST END AVENUE, SUITE 800
                           NASHVILLE, TENNESSEE 37203
                                 (615) 345-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                               -------------------

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                             Proposed             Proposed
        Title of Securities              Amount to           Maximum               Maximum         Amount of
          to be Registered            be Registered(1)    Offering Price          Aggregate      Registration
                                                           Per Share(2)       Offering Price(2)     Fee(2)
--------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per         1,119,000             $28.02           $31,354,380        $ 7,839
share (including rights to purchase
shares of Series A Junior
Participating Preferred Stock)(3)
--------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per         1,000,000             $29.85           $29,850,000        $ 7,463
share (including rights to purchase
shares of Series A Junior
Participating Preferred Stock)(4)
--------------------------------------------------------------------------------------------------------------
TOTAL                                    2,119,000                              $61,204,380        $15,302
--------------------------------------------------------------------------------------------------------------
(1)  An aggregate of 3,500,000 shares of Renal Care Group, Inc. Common Stock
     ("RCG Common Stock") are issuable under the Renal Care Group, Inc. 1999
     Long-Term Incentive Plan (the "RCG Plan") and options to purchase 119,000
     shares of Renal Care Group, Inc. Common Stock have been granted outside of
     a plan ("Freestanding Options"). The Registrant has previously filed a
     Registration Statement on Form S-8 with respect to 1,500,000 shares
     issuable under the RCG Plan. This Registration Statement registers
     2,000,000 Shares under the RCG Plan and 119,000 Freestanding Options and
     any additional shares that may hereafter become issuable as a result of the
     adjustment and anti-dilution provisions of the RCG Plan and the
     Freestanding Options.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h)(1) based on (i) the offering price with respect
     to shares for which the offering price is known, and (ii) the average of
     the high and low sales price of $29.85 per share for the Registrant's
     Common Stock on the Nasdaq National Market on October 30, 2001 with respect
     to shares for which the offering price is not known.

(3)  Shares subject to outstanding options granted under the RCG Plan and
     outstanding Freestanding Options.

(4)  Shares that may be issued under the  RCG Plan upon the exercise of options
     granted under the RCG Plan.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2000;

         (2)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2001, and June 30, 2001;

         (3)      The description of Common Stock contained in the Registrant's
                  Registration Statement on Form 8-A filed on January 26, 1996,
                  and any amendment or report filed with the purpose of updating
                  any such description; and

         (4)      The description of Series A Junior Participating Preferred
                  Stock Purchase Rights contained in the Registrant's
                  Registration Statement on Form 8-A filed on May 5, 1997, and
                  any amendment or report filed with the purpose of updating any
                  such description.

         All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Renal Care Group's Amended and Restated Certificate of Incorporation
provides that Renal Care Group shall to the fullest extent permitted by Section
145 of the General Corporation Law of the of Delaware, as amended from time to
time, indemnify its officers and directors.

         Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defense directors, officers, employees or agents are fairly
and reasonably entitled to indemnify for such expenses despite such adjudication
of liability.

                                      II-1
Renal Care Group's Amended and Restated Certificate of Incorporation,
as amended, contains a provision which eliminates, to the fullest extent
permitted by the General Corporation Law of Delaware, director liability for
monetary damages for breaches of the fiduciary duty of care or any other duty as
a director.

ITEM 8.  EXHIBITS

         The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number                      Description
    --------------                      -----------
4(a)     Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(b)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to Exhibit 3.1.2 of
                  the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(c)     Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of the Registrant
                  (incorporated by reference to Exhibit 3.1.3 of the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(d)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 of the Registrant's Registration
                  Statement on Form S-1, Registration No. 333-80221)

         4(e)     Specimen stock certificate for the Common Stock of the
                  Registrant (incorporated by reference to Exhibit 4.2 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(f)     Shareholder Rights Protection Agreement, dated May 2, 1997
                  between the Registrant and First Union National Bank of North
                  Carolina, as Rights Agent (incorporated by reference to
                  Exhibit 99.1 of the Registrant's Current Report on Form 8-K
                  filed May 5, 1997, Commission File No. 0-27640)

         4(g)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 30, 1999, Commission File No. 0-27640)

         5(a)     Opinion of Alston & Bird

         23(a)    Consent of Counsel (included in Exhibit 5(a))

         23(b)    Consent of Ernst & Young LLP

         24       Power of Attorney (included in Part II of this Registration
                  Statement)
II-2
ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                 (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                 (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

             (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on November 5, 2001.

                                    RENAL CARE GROUP, INC.

                                    By: /s/ Sam A. Brooks, Jr.
                                        ----------------------------------------
                                        Sam A. Brooks, Jr.
                                        Chairman of the Board, President and
                                        Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Sam A. Brooks, Jr. and R. Dirk Allison, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 5, 2001.
Signature                                 Capacity
            ---------                                 --------
/s/ Sam A. Brooks, Jr.                  Chairman of the Board, President, Chief
-------------------------------------   Executive Officer and Director
Sam A. Brooks, Jr.                      (principal executive officer)

/s/ R. Dirk Allison                     Executive Vice President, Chief Financial
-------------------------------------   Officer, and Treasurer (principal
R. Dirk Allison                         financial and accounting officer)

/s/ John D. Bower, M.D.                 Director
-------------------------------------
John D. Bower, M.D.

/s/ Joseph C. Hutts                     Director
-------------------------------------
Joseph C. Hutts

/s/ Harry R. Jacobson, M.D.             Director and Vice Chairman of the Board
-------------------------------------
Harry R. Jacobson, M.D.

/s/ Thomas A. Lowery, M.D.              Director
------------------------------------
Thomas A. Lowery, M.D.

/s/ Stephen D. McMurray, M.D.           Director
-------------------------------------
Stephen D. McMurray, M.D.

/s/ W. Tom Meredith, M.D.               Director
------------------------------------
W. Tom Meredith, M.D.

/s/ Kenneth E. Johnson, Jr., M.D.       Director
-------------------------------------
Kenneth E. Johnson, Jr., M.D.

/s/ William V. Lapham                   Director
-------------------------------------
William V. Lapham
II-5
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
Exhibit Number                      Description
    --------------                      -----------
4(a)     Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(b)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to Exhibit 3.1.2 of
                  the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(c)     Certificate of Designation, Preferences and Rights of Series A
                  Junior Participating Preferred Stock of the Registrant
                  (incorporated by reference to Exhibit 3.1.3 of the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, Commission File No. 0-27640)

         4(d)     Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3.2 of the Registrant's Registration
                  Statement on Form S-1, Registration No. 333-80221)

         4(e)     Specimen stock certificate for the Common Stock of the
                  Registrant (incorporated by reference to Exhibit 4.2 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-80221)

         4(f)     Shareholder Rights Protection Agreement, dated May 2, 1997
                  between the Registrant and First Union National Bank of North
                  Carolina, as Rights Agent (incorporated by reference to
                  Exhibit 99.1 of the Registrant's Current Report on Form 8-K
                  filed May 5, 1997, Commission File No. 0-27640)

         4(g)     Certificate of Amendment of Certificate of Incorporation of
                  the Registrant (incorporated by reference to the Registrant's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 30, 1999, Commission File No. 0-27640)

         5(a)     Opinion of Alston & Bird

         23(a)    Consent of Counsel (included in Exhibit 5(a))

         23(b)    Consent of Ernst & Young LLP

         24       Power of Attorney (included in Part II of this Registration
                  Statement)