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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

MARINER HEALTH CARE, INC. (successor to Mariner Post-Acute Network)

(Name of Issuer)
Common Stock

(Title of Class of Securities)
		56845X10800

(CUSIP Number)
May 13, 2002

(Date of Event which Required Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

ý Rule 13d-1(c)

o Rule 13d-1(d)


1		NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		The Foothill Group, Inc.

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ý
		(b) o

3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF	5	SOLE VOTING POWER -0-
SHARES
BENEFICIALLY	6	SHARED VOTING POWER 1,543,596 (See Items 2 and 4)
OWNED BY EACH
REPORTING	7	SOLE DISPOSITIVE POWER -0-
PERSON WITH
	8	SHARED DISPOSITIVE POWER 1,543,596 (See Items 2 and 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,543,596 (See Items 2 and 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		o

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		7.71%

12		TYPE OF REPORTING PERSON*
		CO

FOOTHILL GROUP INC SC 13G