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



                                SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                             (Amendment No. 4)*


                              MANOR CARE, INC.
   ----------------------------------------------------------------------
                              (Name of Issuer)


                                Common Stock
   ----------------------------------------------------------------------
                      (Title of Class and Securities)


                                404134-10-8
   ----------------------------------------------------------------------
                               (CUSIP Number)


                        Lisa Bellamy (301) 592-1300
                         Realty Investment Company
       10770 Columbia Pike, Suite 100, Silver Spring, Maryland 20901
   ----------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized
                   to Receive Notices and Communications)


                               March 28, 2000
   ----------------------------------------------------------------------
                       (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g),
 check the following box.  [  ]

 *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 the disclosures provided in a prior cover page.

 The information required in 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).




                                    13D

 CUSIP No.          404134-10-8                             (Page 2 of 3)


      This Statement constitutes Amendment No. 4 to the Statement on
      Schedule 13D filed with the Securities and Exchange Commission by
      Stewart Bainum, Jr. on October 5, 1998, as amended (the "Schedule
      13D"), in connection with his beneficial ownership of shares of
      capital stock of Manor Care, Inc.  Capitalized terms used but not
      defined in this Amendment and which are defined in the Schedule 13D
      shall have the respective meanings ascribed to such terms in the
      Schedule 13D.

 Item 4.  Purpose of Transaction.

      Item 4 is hereby amended and restated in its entirety to read as
      follows:

      As previously disclosed, in light of the Special Committee's
      previously announced exploration of various strategic alternatives,
      including a possible sale of the Issuer, the Reporting Person explored
      over the last several weeks the possibility of a leveraged
      recapitalization or similar transaction involving the Issuer.  The
      Reporting Person recently informed the Special Committee of the Board
      of Directors of the Issuer that the Reporting Person had determined
      not to submit a proposal to the Special Committee at this time
      relating to such a possible transaction because the Reporting Person had
      concluded that no such proposal by him would have reflected the
      inherent long-term value of the Issuer.

      The Reporting Person presently intends to review his involvement in
      the Issuer on a continuing basis and reserves the right to explore
      ways to enhance the value of the shares of common stock of the Issuer,
      to maintain his holdings at current levels or sell or exchange all or
      a portion of his holdings in the open market, in any merger, sale of
      stock or assets or other extraordinary transaction that may be
      approved by the Issuer, or in privately negotiated transactions or
      otherwise.  Any such actions will depend upon, among other things, the
      availability of shares of Issuer common stock for purchase at
      satisfactory price levels; the continuing evaluation of the Issuer's
      businesses, financial condition, operations and prospects; general
      market, economic and other conditions; the relative attractiveness of
      alternative business and investment opportunities; the availability of
      financing; the actions of the management and Board of Directors of the
      Issuer, including with respect to any extraordinary transaction
      involving the Issuer; and other future developments.

      Except as set forth above, the Reporting Person has no present plans
      or intentions which would result in or relate to any of the
      transactions described in subparagraphs (a) through (j) of Item 4 of
      Schedule 13D.


                                 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.

 Date:  March 28, 2000

                                              /s/ Stewart Bainum, Jr.
                                        -----------------------------------
                                        Stewart Bainum, Jr.