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
X	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) Director 10% Owner Officer (give title below) X Other (specify below) Former Director
	3. Date of Earliest Transaction (Month/Day/Year) 03/10/2004
	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	03/10/2004(1)		M		3,750(2)	A	(3)	3,750	I(4)	See Note(4)

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	(5)	03/10/2004		M			7,500(6)	(6)	05/15/2012	Deferred Restricted Common Stock	7,500	(5)	0	I(4)	See Note(4)

Explanation of Responses:

1. Pursuant to the terms of that certain Option Cancellation Agreement dated December 16, 2003 and that certain Deferred Restricted Stock Agreement Mr. Stearns is entitled to 3,750 fully vested shares, which he elected to defer receiving until the cessation of his directorship, which was March 10, 2004.

2. The reporting person was granted deferred restricted stock units representing 7,500 shares of deferred restricted common stock, 3,750 shares of which have vested to date. The remaining 3,750 shares are forfeited to the Issuer upon his resignation effective March 10, 2004. As a result of the reporting person's resignation, he received 3,750 shares as of March 10, 2004 and the remaining 3,750 unvested shares of restricted common stock were forfeited.

3. The deferred restricted stock units were issued to the reporting person in exchange for the cancellation of the reporting person's then existing stock options at a ratio of 0.3 shares of restricted stock per each cancelled option.

4. Pursuant to an agreement with Wells Fargo Foothill, 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.

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

6. 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 Issuer. Any of the restricted stock which is not vested at the time that the reporting person ceases to be a director of the Issuer shall be forfeited to the Issuer. As a result of the reporting person's resignation, he received 3,750 shares as of March 10, 2004 and the remaining 3,750 unvested shares of restricted common stock were forfeited.

Remarks:

	Stefano M. Miele, as Attorney-in-Fact for Marshall E. Stearns	03/15/2004
	** 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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