S-8

As filed with the Securities and Exchange Commission on April 18, 2002

Registration No. 333-        

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

DAVITA INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0354549
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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)

DaVita Inc.

1999 Non-Executive Officer and Non-Director Equity Compensation Plan

(Full title of the plan)

Steven J. Udicious

Vice President, General Counsel and Secretary

DaVita 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:

Ronn S. Davids, Esq.

Riordan & McKinzie

300 S. Grand Ave., 29th Floor

Los Angeles, California 90071-3109

(213) 229-8562

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	2,000,000	$25.12	$50,240,000	$4,622.08

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based on the average of the high and low sales prices of the Company’s Common Stock on April 16, 2002, as reported on the New York Stock Exchange.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

On January 10, 2002, the Board of Directors of DaVita Inc. (the “Company”) approved an increase in the number of shares of common stock reserved for issuance under the Company’s 1999 Non-Executive Officer and Non-Director Equity Compensation Plan by two million shares. Pursuant to General Instruction E to Form S-8, regarding the registration of additional shares, the Company hereby incorporates herein by reference the contents of the Registration Statement of the Company on Form S-8 dated March 31, 1999, Registration No. 333-75361, with respect to the Company’s 1999 Non-Executive Officer and Non-Director Equity Compensation Plan.

Item 8.    Exhibits.

5.1	Opinion of Steven J. Udicious, General Counsel, DaVita Inc.
23.1	Consent of Steven J. Udicious, General Counsel, DaVita Inc. (included in Exhibit 5.1).
23.2	Consent of KPMG LLP.
23.3	Consent of PricewaterhouseCoopers LLP.
24.1	Powers of Attorney (included on page II-2).

II-1

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 April 17, 2002.

DAVITA INC.
By:	/s/    Kent J. Thiry
	Kent J. Thiry Chairman and Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Kent J. Thiry and Steven J. Udicious, 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
/s/    Kent J. Thiry Kent J. Thiry	Chairman and Chief Executive Officer (Principal Executive Officer)	April 17, 2002
/s/     Richard K. Whitney Richard K. Whitney	Chief Financial Officer (Principal Financial Officer)	April 17, 2002
/s/    Gary W. Beil Gary W. Beil	Vice President and Controller (Principal Accounting Officer)	April 17, 2002
/s/    Nancy-Ann DeParle Nancy-Ann DeParle	Director	April 17, 2002
/s/    Richard B. Fontaine Richard B. Fontaine	Director	April 17, 2002
/s/    Peter T. Grauer Peter T. Grauer	Director	April 17, 2002

II-2

Signature	Title	Date
/s/    C. RAYMOND LARKIN, JR.         C. Raymond Larkin, Jr.	Director	April 17, 2002
/s/    JOHN M. NEHRA         John M. Nehra	Director	April 17, 2002
/s/    WILLIAM L. ROPER          William L. Roper	Director	April 17, 2002

II-3

Index To Exhibits

Sequentially Numbered Exhibit	Description	Page Number
5.1	Opinion of Steven J. Udicious, General Counsel, DaVita Inc.
23.1	Consent of Steven J. Udicious, General Counsel, DaVita Inc. (included in Exhibit 5.1).
23.2	Consent of KPMG LLP.
23.3	Consent of PricewaterhouseCoopers LLP.
24.1	Powers of Attorney (included on page II-2).

EX-5.1

EXHIBIT 5.1

April 17, 2002

Ladies and Gentlemen:

I am the Acting General Counsel of DaVita Inc., a Delaware corporation (the “Company”) and the holder of stock and options to purchase stock granted under the Company’s employee stock plans which in the aggregate represent less than 1% of the Company’s outstanding Common Stock. I am delivering this opinion in connection with the registration under the Securities Act of 1933, as amended (the “1933 Act”), of up to 2,000,000 shares of the Common Stock, $0.001 par value per share (the “Shares”) issuable under the DaVita Inc. 1999 Non-Executive Officer and Non-Director Equity Compensation Plan, as amended (the “Plan”). This opinion is delivered in connection with that certain Registration Statement on Form S–8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the 1933 Act.

In rendering the opinion set forth herein, I have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to my satisfaction to be true and correct copies thereof, as I have deemed necessary under the circumstances.

Based upon the foregoing and such other examination of law and fact as I have deemed necessary, and in reliance thereon, I am of the opinion that the Shares, when offered, sold and paid for pursuant to the exercise of purchase rights granted under the Plan, will be duly authorized, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder.

Ve ry truly yours,

/s/   Steven J. Udicious

EX-23.2

                                                                    EXHIBIT 23.2

                          Independent Auditors' Consent

The Board of Directors
DaVita Inc.:

We consent to the use of our reports dated February 28, 2002, included in the
DaVita Inc. annual report on Form 10-K for the year ended December 31, 2001,
incorporated herein by reference in the registration statement on form S-8.

/s/ KPMG LLP

Seattle, Washington
April 17, 2002

EX-23.3

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 22, 2000, relating to the
consolidated statements of income and comprehensive income, of shareholders'
equity and of cash flows, which appears in DaVita Inc.'s (formerly Total Renal
Care Holdings, Inc.) Annual Report on Form 10-K for the year ended December 31,
2001. We also consent to the incorporation by reference of our report dated
March 22, 2000, relating to the Financial Statement Schedule, which appears in
such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Seattle, Washington
April 17, 2002