UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofOctober 21, ~~1934~~2004

Date of Report (Date of earliest event reported): October 15, 2004 (September 30, 2004)

MARINER HEALTH CARE, INC.

(Exact name of registrant as specified in ~~its~~ charter)

Delaware		0-49813		74-2012902
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Delaware (State of incorporation)		0-49813 (Commission File Number)		74-2012902 (IRS Employer Identification No.)

One Ravinia Drive, Suite 1500 Atlanta, Georgia 30346 (Address of principal executive offices / Zip Code)

(678) 443-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14d-—2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 13e-—4(c) under the Exchange Act.

Item 81.01. ~~Other~~Entry ~~Events~~into a Definitive Material Agreement.

InOn ~~August~~October ~~2002~~21, 2004, Mariner Health Care, Inc., a Delaware corporation (“Mariner”), ~~filed~~National aSenior ~~complaint in the State Court of Fulton County~~Care, ~~Georgia~~Inc., ~~against~~a ~~PricewaterhouseCoopers,~~Delaware ~~LLP~~ corporation (“~~PWC~~National Senior Care”) and ~~certain~~NCARE ~~other~~Acquisition ~~defendants~~Corp., ~~Details~~a ~~regarding~~Delaware ~~this~~corporation ~~matter~~and ~~were~~wholly ~~reported~~owned insubsidiary ~~the Legal Proceedings Section~~ of ~~Mariner’s~~National ~~Form~~Senior ~~10-K~~Care ~~filed~~(“NCARE ~~March 15~~Acquisition”), ~~2004,~~entered ~~and~~into the inFirst ~~Note~~Amendment 9 to ~~the~~Agreement ~~quarterly~~and ~~reports~~Plan onof ~~Form~~Merger ~~10-Q~~(the ~~filed~~“First ~~by Mariner~~Amendment”). ~~for~~The ~~the~~First ~~quarters~~Amendment ~~ended~~amends ~~March 31,~~the ~~2004,~~Agreement and ~~June 30,~~Plan ~~2004,~~of ~~respectively.~~Merger Ondated as of June ~~September 30~~29, 2004, (the ~~judge~~“Merger ~~presiding~~Agreement”), ~~over~~among ~~this~~Mariner, ~~matter~~National ~~granted~~Senior ~~PWC’s~~Care ~~motion~~and ~~for~~NCARE ~~sanctions~~Acquisition, ~~and~~providing ~~dismissed~~for the ~~matter~~merger ~~with~~of ~~prejudice~~Mariner with ~~respect~~and tointo ~~all~~NCARE ~~defendants~~Acquisition ~~for~~with ~~alleged discovery abuses.~~ Mariner ~~believes~~surviving ~~that~~ the ~~judge~~merger ~~erred in~~as ~~her~~a ~~ruling~~wholly-owned ~~and~~subsidiary ~~plans to appeal her decision. Mariner does not believe that~~of ~~the~~National ~~dismissal~~Senior ofCare (the ~~lawsuit will have an adverse effect on Mariner~~ “Merger”).

Pursuant to the ~~requirements~~terms of the ~~Securities~~First ~~Exchange~~Amendment, ~~Act of 1934~~Mariner, ~~the~~National Senior ~~Registrant~~Care ~~has~~and ~~duly~~NCARE ~~caused~~Acquisition ~~this~~have ~~report to be signed on its behalf by the~~agreed: ~~undersigned hereunto duly authorized.~~

	MARINER HEALTH CARE, INC.
Dated: October 15, 2004	By:		/s/ Stefano M. Miele Stefano M. Miele Senior Vice President, General Counsel and Secretary

•

to postpone the time at which Mariner may draw on the Letter of Credit (as defined in the Merger Agreement) from October 22, 2004, to December 8, 2004;

•

to amend the definition of “Company Material Adverse Change” and “Company Material Adverse Effect” (as each are defined in the Merger Agreement) to exclude events occurring after the date of the First Amendment;

•

(i) that National Senior Care and NCARE Acquisition waive the impact that past or future documents or reports relating to conditions, claims, events or circumstances existing on October 21, 2004, with respect to Mariner’s professional liability and general liability exposure may have on Mariner or the reserves reflected in Mariner’s financial statements; and (ii) that National Senior Care and NCARE Acquisition waive any events or circumstances reported to either National Senior Care or NCARE Acquisition by Mariner pursuant to the Merger Agreement or any events or circumstances of which either National Senior Care or NCARE Acquisition had knowledge prior to October 21, 2004. The waivers described in this bullet point prevent National Senior Care and NCARE Acquisition from using such events or circumstances as a basis for (x) claiming a breach of the Merger Agreement, (y) terminating the Merger Agreement or (z) asserting the failure of a closing condition. Such waivers also apply to the definition of a Company Material Adverse Change and Company Material Adverse Effect.

The description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 2.1 to this report and incorporated herein by reference, and the Merger Agreement, which is filed as Exhibit 2.1 to Mariner’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on July 2, 2004, and incorporated by reference herein. There

can be no assurance that the transactions contemplated by the Merger Agreement, as amended, will be consummated.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description
Exhibit 2.1		First Amendment to Agreement and Plan of Merger dated as of October 21, 2004, among Mariner Health Care, Inc., National Senior Care, Inc. and NCARE Acquisition Corp.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MARINER HEALTH CARE, INC.
	By:	/s/ Stefano M. Miele
		Stefano M. Miele
		Senior Vice President, General Counsel and Secretary

Dated: October 22, 2004

Exhibit Index


Exhibit No.		Description
2.1		First Amendment to Agreement and Plan of Merger dated as of October 21, 2004, among Mariner Health Care, Inc., National Senior Care, Inc. and NCARE Acquisition Corp.

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