SEC 1746
(11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Mariner Health Care, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

56845X10800

(CUSIP Number)

John B. Frank
Principal and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 11, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 56845X10800

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Management, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ X ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,175,397

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 6,175,397

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,175,397

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 30.88%

	14.	Type of Reporting Person (See Instructions) IA, OO

CUSIP No. 56845X10800

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OCM Opportunities Fund II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ X ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO, WC (See Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,207,898

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 3,207,898

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,207,898

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 16.04%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 56845X10800

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OCM Opportunities Fund III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ X ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO, WC (See Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,670,907

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,670,907

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,670,907

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 13.35%

	14.	Type of Reporting Person (See Instructions) PN

Item 1.	Security and Issuer


Item 2.	Identity and Background


Item 3.	Source and Amount of Funds or Other Consideration


Item 4.	Purpose of Transaction


This Amendment No. 5 amends and supplements the Amendment No. 4 to the Schedule 13D (the “Schedule 13D”) of Oaktree Capital Management, LLC, OCM Opportunities Fund II, L.P. and OCM Opportunities Fund III, L.P. filed with the Securities and Exchange Commission (the “Commission”) on November 18, 2003 relating to the common stock, par value $0.01 per share (the “Common Stock”) of Mariner Health Care Inc.

Item 5.	Interest in Securities of the Issuer
The first paragraph of Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

“On November 11, 2003, the OCM Funds and the Oaktree Accounts sold the following number of shares of the Common Stock of the Issuer in the open market at a purchase price of $13.111 per share:
	Opportunities Fund II – 170,089 shares
	Opportunities Fund III – 140,651 shares
	Oaktree Accounts, collectively – 16,355 shares
The amendment to Item 5(c) is made merely to correct the number of shares of Common Stock sold by the Oaktree Accounts, which were previously reported in error.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Item 7.	Material to Be Filed as Exhibits
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1-	A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of November 20, 2003.

OAKTREE CAPITAL MANAGEMENT, LLC

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

OCM OPPORTUNITIES FUND II, L.P.
By:		Oaktree Capital Management, LLC,
		its general partner

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

OCM OPPORTUNITIES FUND III, L.P.
By:	Oaktree Capital Management, LLC,
	its general partner

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of November 20, 2003.

OAKTREE CAPITAL MANAGEMENT, LLC

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

OCM OPPORTUNITIES FUND II, L.P.
By:		Oaktree Capital Management, LLC,
		its general partner

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

OCM OPPORTUNITIES FUND III, L.P.
By:	Oaktree Capital Management, LLC,
	its general partner

By:	/s/ Matthew Barrett
	Matthew Barrett
	Managing Director

By:	/s/ Lisa Arakaki
	Lisa Arakaki
	Vice President, Legal

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 5)*