AMENDMENT NO. 2 TO

                                RIGHTS AGREEMENT

                  Amendment No. 2 (this  "Amendment"),  dated as of May 5, 2000,
to the Rights Agreement, dated as of February 18, 1997 (the "Rights Agreement"),
between ProMedCo Management Company, a Delaware  corporation (the "Company") and
Harris Trust and Savings  Bank,  an Illinois  Banking  Corporation  (the "Rights
Agent"), at the direction of the Company.

         WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company
and the  Rights  Agent may from  time to time  supplement  or amend  the  Rights
Agreement in accordance with Section 27 thereof;

         WHEREAS, all acts and things necessary to make this Amendment
valid and enforceable have been performed and done;

         WHEREAS, on December 27, 1999, the Board of Directors resolved to adopt
Amendment No. 1 to Rights Agreement; and

         WHEREAS,  on May 5, 2000, the Board of Directors resolved to adopt this
Amendment No. 2 to Rights Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth, the Rights Agreement is hereby amended as follows:

         1.  Section 1(a) of the Rights  Agreement is hereby  amended to read in
its entirety as follows:

                           "Acquiring  Person"  shall mean,  subject to the next
                  sentence, any Person (as such term is hereinafter defined) who
                  or which,  together with any Affiliates and Associates of such
                  Person,  shall  be the  Beneficial  Owner  (as  such  term  is
                  hereinafter  defined)  of 15% or more of the then  outstanding
                  Common Shares.  Notwithstanding  the  foregoing,  (A) the term
                  "Acquiring Person" shall not include (i) the Company, (ii) any
                  Subsidiaries of the Company,  (iii) any employee  benefit plan
                  of the Company or of any Subsidiaries of the Company, (iv) any
                  Person or entity  organized,  appointed or  established by the
                  Company for or pursuant to the terms of any such plan,  or (v)
                  any of the Goldman  Stockholders  (as such term is hereinafter
                  defined), unless such Goldman Stockholders subsequently become
                  the Beneficial Owner of more than the Grandfathered  Amount of
                  Common  Shares  and (B) no  Person  shall be  deemed  to be an
                  Acquiring Person, either (x) as a result of the acquisition of
                  Common Shares by the Company which,  by reducing the number of
                  Common Shares  outstanding,  increases the proportional number
                  of Common Shares  beneficially  owned by such Person  together
                  with all Affiliates and Associates of such Person; except that
                  if (1) a Person would become an Acquiring  Person (but for the
                  operation  of  this  sub  clause  (x))  as  a  result  of  the
                  acquisition of Common Shares by the Company and (2) after such
                  share acquisition by the Company, such Person, or an Affiliate
                  or Associate of such Person,  becomes the Beneficial  Owner of
                  any additional Common Shares, then such Person shall be deemed
                  an  Acquiring  Person,  or (y) if (1) within 8 days after such
                  Person would  otherwise  have become an Acquiring  Person (but
                  for  the  operation  of  this  sub-clause  (y)),  such  Person
                  notifies  the  Board of  Directors  that  such  Person  did so
                  inadvertently  and (2) within 2 days after such  notification,
                  such Person  divests a sufficient  number of Common  Shares so
                  that such Person is the  Beneficial  Owner of less than 15% of
                  the outstanding Common Shares following such divestiture.

         2.  Section 1(f) of the Rights  Agreement is hereby  amended to read in
its entirety as follows:

                  "Common  Shares" when used with reference to the Company shall
mean the shares of Common Stock,  par value $0.01 per share,  of the Company and
securities  convertible  into or  exchangeable  for shares of such Common Stock.
"Common  Shares"  when used with  reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.

         3. The following definitions are hereby added to Section 1:

                           "Goldman  Stockholders" shall mean each of GS Capital
                  Partners III,  L.P., GS Capital  Partners III Offshore,  L.P.,
                  Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000,
                  LLC and their respective  Affiliates,  Associates,  successors
                  and   assigns   and  each  of  their   respective,   partners,
                  stockholders, members, officers and directors.

                           "Grandfathered  Amount"  shall mean,  with respect to
                  the Goldman  Stockholders,  as of any date, an amount equal to
                  the sum of (i) all Common  Shares of the Company  beneficially
                  owned by the Goldman Stockholders as of January 13, 2000, (ii)
                  all  Common  Shares  the  Goldman   Stockholders   become  the
                  Beneficial  Owner of after January 13, 2000,  pursuant to, and
                  in  accordance  with the terms  of,  the  Securities  Purchase
                  Agreement,  dated as of January  13,  2000,  as amended by the
                  First Amendment to Securities  Purchase  Agreement  (together,
                  the "Amended Securities Purchase Agreement"),  dated as of May
                  ___,  2000,  by and among the  Company and the  Investors  (as
                  defined  therein)  and the  other  Transaction  Documents  (as
                  defined  therein)  entered into in connection with the Amended
                  Securities  Purchase  Agreement,  (iii) Ordinary Course Broker
                  Dealer Shares, and (iv) an additional  1,400,000 Common Shares
                  (other than Ordinary Broker Dealer Shares).

                           "Ordinary  Course  Broker  Dealer  Shares" shall mean
                  Common Shares,  the beneficial  ownership of which is acquired
                  in  connection  with  the  activities  of a broker  or  dealer
                  registered  under Section 15 of the Exchange  Act,  including,
                  but not limited to, the  acquisitions of beneficial  ownership
                  of  such   shares  as  a  result  of  any   market-making   or
                  underwriting activities (including any shares acquired for the
                  investment  account of a broker or dealer in  connection  with
                  such  underwriting  activities),  or the acquisition of Common
                  Shares as a result of the  exercise  of  investment  or voting
                  discretion  authority  with  respect  to any  of its  customer
                  accounts,  or the  acquisition in good faith of such shares in
                  connection with a debt previously contracted.

         4. Section 27 of the Rights  Agreement is hereby amended to read in its
entirety as follows:

                           The Company may from time to time supplement or amend
                  this  Agreement  without the  approval of any holders of Right
                  Certificates  in order to cure any  ambiguity,  to  correct or
                  supplement  any  provision   contained  herein  which  may  be
                  defective or inconsistent with any other provisions herein, or
                  to make any other  provisions with respect to the Rights which
                  the  Company  may  deem  necessary  or  desirable,   any  such
                  supplement or amendment to be evidenced by a writing signed by
                  the Company and the Rights Agent; provided, however, that from
                  and after such time as any Person becomes an Acquiring Person,
                  this Agreement  shall not be amended in any manner which would
                  adversely affect the interests of the holders of Rights (other
                  than an Acquiring  Person or an Affiliate or Associate of such
                  person).  Without  limiting the foregoing,  the Company may at
                  any time prior to such time as any Person becomes an Acquiring
                  Person  amend  this  Agreement  to  lower  the  thresholds  in
                  Sections 1(a) and 3 hereof to not less than the greater of (x)
                  the sum of .001% and the largest percentage of the outstanding
                  Common  Shares  then known by the  Company to be  beneficially
                  owned by any Person (other than the Company, or any Subsidiary
                  of the Company,  or any entity  holding  Common  Shares for or
                  pursuant  to  the  terms  of  any  such  plan)  and  (y)  10%.
                  Notwithstanding  anything in this  Agreement to the  contrary,
                  (i) no  supplement  or  amendment  that changes the rights and
                  duties of the  Rights  Agent  under  this  Agreement  shall be
                  effective  without the written consent of the Rights Agent and
                  (ii) the Company  shall not amend,  modify or  supplement  any
                  provision of this Agreement which adversely affects the rights
                  and  benefits  of  any  Goldman  Stockholder  under  any  such
                  provision in any such case without the prior  written  consent
                  of the Goldman Stockholders.  It is understood and agreed that
                  the Goldman Stockholders are each a third party beneficiary to
                  this Rights  Agreement and may enforce the  provisions of this
                  Section as if it were a party to the Rights Agreement.

                  5. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment,  but shall remain in full force and effect.
This Amendment may be executed in one or more  counterparts,  all of which shall
be  considered  one and the same  amendment and each of which shall be deemed an
original.

<PAGE>

         IN WITNESS  WHEREOF,  the undersigned  have caused this Amendment to be
duly executed, all on the day and year first above written.

Attest:                                  PROMEDCO MANAGEMENT COMPANY



  By:_____________________                By:_________________________________
       Name                                    Name:
       Title:                                  Title:




Attest:                         HARRIS TRUST AND SAVINGS BANK, AS RIGHTS AGENT



  By:_____________________                By:_________________________________