<PAGE>
 
    As filed with the Securities and Exchange Commission on March 31, 1999
                                                      Registration No. 333-
                                                                           ----
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                       Under The Securities Act of 1933
                          --------------------------
                        TOTAL RENAL CARE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                      51-0354549
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)
                          --------------------------

                        Total Renal Care Holdings, Inc.
                  1999 Non-Executive Officer and Non-Director
                           Equity Compensation Plan
                           (Full title of the plan)

                                 JOHN E. KING
                            Chief Financial Officer
                        Total Renal Care Holdings, Inc.
                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
                          --------------------------

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                              Cynthia M. Dunnett
                              Riordan & McKinzie
                        300 S. Grand Avenue, 29th Floor
                         Los Angeles, California 90071
                                (213) 629-4824

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================ 
<S>                          <C>           <C>               <C>             <C> 
 Title of each class of       Amount        Maximum          Maximum        Amount of
    securities to be           to be      Offering Price     Aggregate      Registration
       registered            Registered   Per Share/(1)/   Offering Price       Fee
----------------------------------------------------------------------------------------------------------------------------
     Common Stock        4,000,000 shares    10.44           41,760,000       $ 11,610
============================================================================================================================
</TABLE>
/(1)/      Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
our common stock on March 29, 1999, respectively, as reported on the New York
Stock Exchange.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The SEC allows us to "incorporate by reference" into this prospectus
the documents we file with them, which means that we can disclose important
information to you by referring you to these documents. The information that we
incorporate by reference into this registration statement is considered to be
part of this registration statment, and information that we file later with the
SEC automatically updates and supersedes any information in this registration
statement. We incorporate by reference into this registration statement the
documents listed below:

          (1) Our annual report on Form 10-K for the fiscal year ended
December 31, 1998; and

          (2) The description of our common stock contained in our registration
 statement on Form 8-A, filed October 21, 1995.

Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

          We are a Delaware corporation. Section 145 of the Delaware General
Corporation Law provides that a Delaware corporation may indemnify any person
against expenses, judgments, fines and settlements actually and reasonably
incurred by that person in connection with a threatened, pending or completed
suit or proceeding in which that person is involved by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
provided that:

       .   The person acted in good faith and in a manner reasonably believed to
           be in the best interests of the corporation; and

       .   With respect to any criminal action or proceeding, the person had no
           reasonable cause to believe his or her conduct was unlawful. 

                                      II-1
<PAGE>
 
     If the suit is by or in the name of the corporation, the corporation may
indemnify the person against expenses actually and reasonably incurred by him or
her in connection with the defense or settlement of the suit if the person acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation. No indemnification may be made, however, when the
person is found to be liable to the corporation unless the court in which the
suit is brought determines that the person is fairly and reasonably entitled to
indemnity for an expense.

     Article XI, Section 1 of our bylaws provides for indemnification of
persons to the fullest extent permitted by the Delaware General Corporation Law.

     In accordance with the Delaware General Corporation Law, our certificate of
incorporation limits the personal liability of our directors for violations of
their fiduciary duty. The certificate of incorporation eliminates each
director's liability to us or our stockholders for monetary damages except:

    .  For any breach of the director's duty of loyalty to us or our
       stockholders;

    .  For acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law;

    .  Under Section 174 of the Delaware General Corporation Law which provides
       for liability of directors for unlawful payment of dividends or unlawful
       stock purchases or redemptions; or

    .  For any transaction from which a director derived an improper benefit.
       The effect of this provision is to eliminate the personal liability of
       directors for monetary damages for actions involving a breach of their
       fiduciary duty of care, including any actions involving gross negligence.
       This provision will not, however, limit the liability of directors for
       violations of the federal securities laws.


Item 7.   Exemptions from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

4.1       Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and Non-
          Director Equity Compensation Plan.

5.1       Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care
          Holdings, Inc.

23.1      Consent of Barry C. Cosgrove, General Counsel, Total Renal Care
          Holdings, Inc. (included in Exhibit 5.1).

23.2      Consent of PricewaterhouseCoopers LLP.

24.1      Powers of Attorney (included on page II-4).

                                      II-2
<PAGE>
 
Item 9.   Undertakings.

     We hereby undertake:

     . To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

         (2) To reflect in the prospectus any facts or events arising after the
     effective date of the 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 the
     registration statement;

         (3) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

     Provided however, that paragraphs (1) and (2) 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 with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

     . That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment will be considered a new registration
statement relating to the securities offered, and the offering of securities at
that time will be considered the initial bona fide offering of those securities.

     . 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.

     . That, for purposes of determining any liability under the Securities Act
of 1933, each filing of our 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), that is
incorporated by reference in the registration statement will be considered a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be considered the initial bona
fide offering thereof.

     We have been advised that in the opinion of the SEC the indemnification of
our directors, officers and controlling persons for liabilities under the
Securities Act of 1933 is against public policy as expressed in that act and is
unenforceable. In the event that a claim for indemnification against these
liabilities, other than our payment of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any suit or
proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether the indemnification is
against public policy as expressed in the act and will be governed by the final
adjudication of that 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 Torrance, State of California, on March 30, 1999.
                                                                 
                               TOTAL RENAL CARE HOLDINGS, INC.

                               By: /s/ John E. King
                                  --------------------------------------
                                     John E. King
                                     Senior Vice President, Finance
                                     and Chief Financial Officer

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. King, Victor M.G. Chaltiel and Barry C.
Cosgrove, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
       Signature                        Title                       Date
       ---------                        -----                      -----      
<S>                       <C>                                  <C> 
                          Chairman of the Board, Chief          March 30, 1999
/s/ Victor M.G. Chaltiel  Executive Officer, President and            
------------------------  Director (Principal Executive
Victor M.G. Chaltiel      Officer)
 

                          Senior Vice President, Finance        March 30, 1999
/s/ John E. King          and Chief Financial Officer                      
------------------------  (Principal Financial Officer)
John E. King

                             
/s/ John J. McDonough     Vice President and Chief             March 30, 1999   
------------------------  Accounting Officer (Principal
John J. McDonough         Accounting Officer)


/s/ Maris Andersons                    Director                March 30, 1999
------------------------
Maris Andersons 
                                       Director                March 30, 1999
/s/ Peter T. Grauer
------------------------
Peter T. Grauer 

/s/ Regina E. Herzlinger               Director                March 30, 1999
------------------------
Regina E. Herzlinger

/s/ Shaul G. Massry                    Director                March 30, 1999
------------------------
Shaul G. Massry
</TABLE>

                                     II-4

<PAGE>
 
                               Index To Exhibits



Sequentially
Numbered
Exhibit                      Description                 Page Number
-------------                -----------                 -----------


4.1   Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and 
      Non-Director Equity Compensation Plan.

5.1   Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings,
      Inc.

23.1  Consent of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings,
      Inc. (included in Exhibit 5.1).

23.2  Consent of PricewaterhouseCoopers LLP.

24.1  Powers of Attorney (included on page II-4).

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15583}]
{"company-data": {"conformed-name": "TOTAL RENAL CARE HOLDINGS INC", "cik": "0000927066", "assigned-sic": "8090", "irs-number": "510354549", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75361", "film-number": "99583097"}, "business-address": {"street1": "21250 HAWTHORNE BLVD", "street2": "SIE 800", "city": "TORRANCE", "state": "CA", "zip": "90503-5517", "phone": "3107922600"}, "mail-address": {"street1": "21250 HAWTHORNE BLVD SUITE 800", "street2": "21250 HAWTHORNE BLVD SUITE 800", "city": "TORRANCE", "state": "CA", "zip": "90503-5517"}, "former-company": {"former-conformed-name": "TOTAL RENAL CARE INC", "date-changed": "19940719"}}
As filed with the Securities and Exchange Commission on March 31, 1999
                                                      Registration No. 333-
                                                                           ----
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                       Under The Securities Act of 1933
                          --------------------------
                        TOTAL RENAL CARE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      51-0354549
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)
                          --------------------------

                        Total Renal Care Holdings, Inc.
                  1999 Non-Executive Officer and Non-Director
                           Equity Compensation Plan
                           (Full title of the plan)

                                 JOHN E. KING
                            Chief Financial Officer
                        Total Renal Care Holdings, Inc.
                     21250 Hawthorne Boulevard, Suite 800
                        Torrance, California 90503-5517
                                (310) 792-2600
                          --------------------------

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                              Cynthia M. Dunnett
                              Riordan & McKinzie
                        300 S. Grand Avenue, 29th Floor
                         Los Angeles, California 90071
                                (213) 629-4824

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of each class of       Amount        Maximum          Maximum        Amount of
    securities to be           to be      Offering Price     Aggregate      Registration
       registered            Registered   Per Share/(1)/   Offering Price       Fee
----------------------------------------------------------------------------------------------------------------------------
     Common Stock        4,000,000 shares    10.44           41,760,000       $ 11,610
============================================================================================================================
/(1)/      Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
our common stock on March 29, 1999, respectively, as reported on the New York
Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The SEC allows us to "incorporate by reference" into this prospectus
the documents we file with them, which means that we can disclose important
information to you by referring you to these documents. The information that we
incorporate by reference into this registration statement is considered to be
part of this registration statment, and information that we file later with the
SEC automatically updates and supersedes any information in this registration
statement. We incorporate by reference into this registration statement the
documents listed below:

          (1) Our annual report on Form 10-K for the fiscal year ended
December 31, 1998; and

          (2) The description of our common stock contained in our registration
 statement on Form 8-A, filed October 21, 1995.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          We are a Delaware corporation. Section 145 of the Delaware General
Corporation Law provides that a Delaware corporation may indemnify any person
against expenses, judgments, fines and settlements actually and reasonably
incurred by that person in connection with a threatened, pending or completed
suit or proceeding in which that person is involved by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
provided that:

       .   The person acted in good faith and in a manner reasonably believed to
           be in the best interests of the corporation; and

       .   With respect to any criminal action or proceeding, the person had no
           reasonable cause to believe his or her conduct was unlawful. 

                                      II-1
If the suit is by or in the name of the corporation, the corporation may
indemnify the person against expenses actually and reasonably incurred by him or
her in connection with the defense or settlement of the suit if the person acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation. No indemnification may be made, however, when the
person is found to be liable to the corporation unless the court in which the
suit is brought determines that the person is fairly and reasonably entitled to
indemnity for an expense.

     Article XI, Section 1 of our bylaws provides for indemnification of
persons to the fullest extent permitted by the Delaware General Corporation Law.

     In accordance with the Delaware General Corporation Law, our certificate of
incorporation limits the personal liability of our directors for violations of
their fiduciary duty. The certificate of incorporation eliminates each
director's liability to us or our stockholders for monetary damages except:

    .  For any breach of the director's duty of loyalty to us or our
       stockholders;

    .  For acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law;

    .  Under Section 174 of the Delaware General Corporation Law which provides
       for liability of directors for unlawful payment of dividends or unlawful
       stock purchases or redemptions; or

    .  For any transaction from which a director derived an improper benefit.
       The effect of this provision is to eliminate the personal liability of
       directors for monetary damages for actions involving a breach of their
       fiduciary duty of care, including any actions involving gross negligence.
       This provision will not, however, limit the liability of directors for
       violations of the federal securities laws.

Item 7.   Exemptions from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

4.1       Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and Non-
          Director Equity Compensation Plan.

5.1       Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care
          Holdings, Inc.

23.1      Consent of Barry C. Cosgrove, General Counsel, Total Renal Care
          Holdings, Inc. (included in Exhibit 5.1).

23.2      Consent of PricewaterhouseCoopers LLP.

24.1      Powers of Attorney (included on page II-4).

                                      II-2
Item 9.   Undertakings.

     We hereby undertake:

     . To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

         (2) To reflect in the prospectus any facts or events arising after the
     effective date of the 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 the
     registration statement;

         (3) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

     Provided however, that paragraphs (1) and (2) 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 with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

     . That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment will be considered a new registration
statement relating to the securities offered, and the offering of securities at
that time will be considered the initial bona fide offering of those securities.

     . 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.

     . That, for purposes of determining any liability under the Securities Act
of 1933, each filing of our 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), that is
incorporated by reference in the registration statement will be considered a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be considered the initial bona
fide offering thereof.

     We have been advised that in the opinion of the SEC the indemnification of
our directors, officers and controlling persons for liabilities under the
Securities Act of 1933 is against public policy as expressed in that act and is
unenforceable. In the event that a claim for indemnification against these
liabilities, other than our payment of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any suit or
proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether the indemnification is
against public policy as expressed in the act and will be governed by the final
adjudication of that 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 Torrance, State of California, on March 30, 1999.
                                                                 
                               TOTAL RENAL CARE HOLDINGS, INC.

                               By: /s/ John E. King
                                  --------------------------------------
                                     John E. King
                                     Senior Vice President, Finance
                                     and Chief Financial Officer

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. King, Victor M.G. Chaltiel and Barry C.
Cosgrove, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature                        Title                       Date
       ---------                        -----                      -----
Chairman of the Board, Chief          March 30, 1999
/s/ Victor M.G. Chaltiel  Executive Officer, President and            
------------------------  Director (Principal Executive
Victor M.G. Chaltiel      Officer)
 

                          Senior Vice President, Finance        March 30, 1999
/s/ John E. King          and Chief Financial Officer                      
------------------------  (Principal Financial Officer)
John E. King

                             
/s/ John J. McDonough     Vice President and Chief             March 30, 1999   
------------------------  Accounting Officer (Principal
John J. McDonough         Accounting Officer)

/s/ Maris Andersons                    Director                March 30, 1999
------------------------
Maris Andersons 
                                       Director                March 30, 1999
/s/ Peter T. Grauer
------------------------
Peter T. Grauer 

/s/ Regina E. Herzlinger               Director                March 30, 1999
------------------------
Regina E. Herzlinger

/s/ Shaul G. Massry                    Director                March 30, 1999
------------------------
Shaul G. Massry
II-4
Index To Exhibits

Sequentially
Numbered
Exhibit                      Description                 Page Number
-------------                -----------                 -----------

4.1   Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and 
      Non-Director Equity Compensation Plan.

5.1   Opinion of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings,
      Inc.

23.1  Consent of Barry C. Cosgrove, General Counsel, Total Renal Care Holdings,
      Inc. (included in Exhibit 5.1).

23.2  Consent of PricewaterhouseCoopers LLP.

24.1  Powers of Attorney (included on page II-4).

                                      II-5