SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STEARNS M EDWARD (Last) (First) (Middle) 2450 COLORADO AVE. SUITE 3000 WEST (Street) SANTA MONICA CA 90404 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MARINER HEALTH CARE INC [ MHCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								810,210(1)	I(1)	See Note(1)
Common Stock, par value $0.01 per share(2)	02/09/2004		J(2)		933,386	D	(2)	0	I(2)	See Note(2)
Common Stock, par value $0.01 per share(3)	02/09/2004		J(3)		103,707	A	(3)	103,707(4)	I(4)	See Note(4)
Common Stock, par value $0.01 per share(3)	02/09/2004		J(3)		4,574	A	(3)	4,574(5)	I(5)	See Note(5)
Common Stock, par value $0.01 per share(3)	02/09/2004		J(3)		383	A	(3)	383(6)	D(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Restricted Common Stock(7)	(8)							(9)	05/15/2012	Deferred Restricted Common Stock	7,500		7,500	I(7)	See Note(7)

Explanation of Responses:

1. Foothill Partners IV, L.P. ("Foothill IV") beneficially owns 810,210 shares of the common stock (the "Common Stock") of the issuer Mariner Health Care, Inc. (the "Company"). Mr. Stearns is a Managing Member of the General Partner of Foothill IV and, as such, may be deemed to beneficially own the Common Stock held by that entity. Mr. Stearns disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein.

2. Distribution of Common Stock held by Foothill III to all of its partners, including the Stearns Family Trust of 2001 (the "Stearns Family Trust"), Well Fargo Foothill, Inc. ("Wells Fargo Foothill") and The Foothill Group, Inc. (the "Foothill Group").

3. Represents shares acquired by entity pursuant to distribution described in Footnote 2 above.

4. Wells Fargo Foothill beneficially owns 103,707 shares of the Common Stock of the Company. Mr. Stearns is a Senior Vice President of Wells Fargo Foothill and, as such, may be deemed to indirectly beneficially own the Common Stock held by that entity. Mr. Stearns disclaims beneficial ownership of the Common Stock.

5. The Foothill Group beneficially owns 4,574 shares of the Common Stock of the Company. Mr. Stearns is a Senior Vice President of The Foothill Group and, as such, may be deemed to indirectly beneficially own the Common Stock held by that entity. Mr. Stearns disclaims beneficial ownership of the Common Stock.

6. Held by the Stearns Family Trust of which Mr. Stearns is a Trustee.

7. Pursuant to an agreement with Foothill IV, Mr. Stearns is required to assign or remit all compensation, including stock option grants and restricted stock, that he receives as a director of the Company. Accordingly, he disclaims beneficial ownership of the above-referenced security except to the extent of his pecuniary interest therein.

8. Because the derivative security is deferred restricted common stock, there is no conversion or exercise price.

9. The deferred restricted common stock shall become vested as to 50% of the restricted shares as of the grant date under the 2003 Outside Directors' Stock Incentive Plan. On each of May 16, 2004 and May 16, 2005, the restricted stock grant shall become vested as to an additional 25% of the restricted stock if the reporting person has continuously served as a director of the Company. Any of the restricted stock which is not vested at the time that the reporting person ceases to be a director of the Company shall be forfeited to the Company.

Remarks:

	Stefano M. Miele, as Attorney-in-Fact for Marshall E. Stearns	02/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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