================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549





                                     FORM 10-Q
(Mark One)
  [X]                   QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR
                        15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934
                        For the quarterly period ended June 30, 2000

                                         OR

[  ]                    TRANSITION REPORT PURSUANT TO SECTION 13 OR
                        15(d) OF THE SECURITIES ACT OF 1934
                        For the transition period from to

                            Commission file number 0-29172

                               ProMedCo Management Company
               (Exact name of Registrant as specified in its charter)


                       Delaware                            75-2529809
            (State or other jurisdiction of             (I.R.S. Employer
            incorporation or organization)           Identification Number)


             801 Cherry Street, Suite 3200
                   Fort Worth, Texas                            76102
       (Address of principal executive offices)              (Zip Code)

                                    (817) 335-5035
                   (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                    YES  ( X )                      NO (    )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                             Outstanding at
                          Class of Common Stock               July 31, 2000
                          ---------------------               -------------
                             $.01 par value                 21,177,148 shares


================================================================================


<PAGE>



                   PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

                                         INDEX

<TABLE>
<CAPTION>

                                                                                                           Page
                                                                                                            No.
<S>                                                                                                <C>
Part I. Financial Information

         Item 1. Financial Statements

                  Condensed Consolidated Balance Sheets
                      June 30, 2000 and December 31, 1999                                                    2

                  Condensed Consolidated Statements of Operations
                      Three Months and Six Months Ended June 30, 2000 and 1999                               3

                  Condensed Consolidated Statements of Cash Flows
                      Six Months Ended June 30, 2000 and 1999                                                4

                  Notes to Condensed Consolidated Financial Statements                                       5

         Item 2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                                  9

Part II. Other Information

         Item 2. Changes in Securities and Use of Proceeds                                                  16

         Item 6. Exhibits and Reports on Form 8-K                                                           16

Signatures                                                                                                  17

</TABLE>



<PAGE>



                 PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  (All amounts are expressed in thousands)
<TABLE>
<CAPTION>

                                                                              June 30, 2000         December 31,
                                                                               (Unaudited)              1999
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
                                                      ASSETS
Current assets:
         Cash and cash equivalents                                         $            7,103    $            7,625
         Accounts receivable, net                                                      66,046                63,811
         Management fees receivable                                                    16,504                 9,905
         Due from affiliated medical groups                                            14,112                14,758
         Deferred tax benefit                                                             537                   537
         Income tax receivable                                                          1,411                  -
         Prepaid expenses and other current assets                                     16,578                14,681
                                                                           ------------------    ------------------
                  Total current assets                                                122,291               111,317
                                                                           ------------------    ------------------
Property and equipment, net                                                            26,318                24,352
Intangible assets, net                                                                240,299               227,006
Long-term receivables                                                                  51,379                50,355
Deferred income taxes                                                                     565                   993
Other assets                                                                            6,902                 5,290
                                                                           ------------------    ------------------
                  Total assets                                             $          447,754    $          419,313


                                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
         Accounts payable                                                  $            7,690    $            6,418
         Payable to affiliated medical groups                                          11,947                10,297
         Accrued salaries, wages and benefits                                           7,276                 7,578
         Accrued purchased medical services                                             8,795                 9,722
         Accrued expenses and other current liabilities                                 8,803                 7,321
         Current maturities of long-term debt                                           1,156                11,463
         Current portion of obligations under capital leases                              364                   476
         Current portion of deferred purchase price                                     2,659                 2,293
         Income taxes payable                                                            -                    3,643
                                                                           ------------------    ------------------
                  Total current liabilities                                            48,690                59,211
                                                                           ------------------    ------------------
Long-term debt, net of current maturities                                             134,821               149,674
Obligations under capital leases, net of current portion                                  222                   343
Deferred purchase price, net of current portion                                        16,809                17,592
Convertible subordinated notes payable                                                  8,906                 9,484
Other long-term liabilities                                                               814                   378
                                                                           ------------------    ------------------
                  Total liabilities                                                   210,262               236,682
                                                                           ------------------    ------------------

Redeemable convertible preferred stock                                                 51,468                  -
Stockholders' equity:
         Common stock                                                                     220                   219
         Additional paid-in capital                                                   156,586               156,106
         Common stock to be issued                                                         90                    90
         Treasury stock                                                                (2,956)               (2,865)
         Stockholder notes receivable                                                    (250)                 (250)
         Retained earnings                                                             32,334                29,331
                                                                           ------------------    ------------------
                  Total stockholders' equity                                          186,024               182,631
                                                                           ------------------    ------------------
                  Total liabilities and stockholders' equity               $          447,754    $          419,313
                                                                           ==================    ==================
</TABLE>


The accompanying notes are an integral part of these financial statements.

<PAGE>



                 PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
     (All amounts are expressed in thousands, except for earnings per share)


<TABLE>
<CAPTION>

                                                              Three Months Ended             Six Months Ended
                                                                   June 30,                      June 30,
                                                          --------------------------    ---------------------------
                                                             2000           1999            2000           1999
                                                          -----------    -----------    -----------     -----------
<S>                                                       <C>            <C>            <C>             <C>
Net revenue                                               $    89,785    $    76,021    $   183,336     $   149,113

Operating expenses:
         Clinic salaries and benefits                          31,121         27,277         62,937          52,983
         Clinic rent and lease expense                          8,425          7,134         16,506          13,380
         Clinic supplies                                       10,401          8,970         20,803          17,559
         Purchased medical services                            16,039          9,751         32,589          21,663
         Other clinic costs                                    11,743          9,870         23,733          18,689
         General corporate expenses                             2,939          2,253          5,479           4,263
         Depreciation and amortization                          3,922          3,110          7,761           5,886
         Interest expense                                       3,825          1,266          6,998           2,277
                                                          -----------    -----------    -----------     -----------
                  Total                                        88,415         69,631        176,806         136,700
                                                          -----------    -----------    -----------     -----------

Income before provision for income taxes and
extraordinary charge                                            1,370          6,390          6,530          12,413

Provision for income taxes                                        591          2,428          2,758           4,717
                                                          -----------    -----------    -----------     -----------

Net income before extraordinary charge                            779          3,962          3,772           7,696

Extraordinary charge-loss on extinguishment of debt,
net of benefit from income taxes of approximately $468            647           -               647            -
                                                          -----------    -----------    -----------     -----------

Net income                                                        132          3,962          3,125           7,696

Dividends earned on preferred stock                               122           -               122            -
                                                          -----------    -----------    -----------     -----------

Net income available to common stockholders               $        10    $     3,962    $     3,003     $     7,696
                                                          ===========    ===========    ===========     ===========
Net earnings per share
         Basic
              Income before extraordinary charge          $      0.03    $      0.19    $      0.17     $      0.36
              Extraordinary charge                              (0.03)            -           (0.03)            -
                                                          ----------     -----------    -----------     -----------
                Net income                                $      0.00    $      0.19    $      0.14     $      0.36
                                                          ===========    ===========    ===========     ===========
         Diluted
              Income before extraordinary charge          $      0.03    $      0.18    $      0.15     $      0.34
              Extraordinary charge                             (0.03)            -            (0.03)            -
                                                          -----------    -----------    -----------     -----------
                Net income                                $      0.00    $      0.18    $      0.13     $      0.34
                                                          ===========    ===========    ===========     ===========
Weighted average number of common shares outstanding:
         Basic                                                 22,097         20,867         22,090          21,163
                                                          ===========    ===========    ===========     ===========
         Diluted                                               22,492         22,572         24,846          22,952
                                                          ===========    ===========    ===========     ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.


<PAGE>



                      PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Unaudited)
                        (All amounts are expressed in thousands)
<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                           ----------------------------------------
                                                                                            June 30
                                                                           ----------------------------------------
                                                                                  2000                  1999
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
Cash flows from operating activities:
     Net income                                                            $            3,125    $            7,696
     Adjustments to reconcile net income to net cash provided by operating
     activities (net of effects of purchase transactions):
         Depreciation and amortization                                                  7,761                 5,886
         Provision for deferred income taxes                                              378                   786
         Changes in assets and liabilities:
              Accounts receivable, net                                                 (5,613)               (5,875)
              Management fees receivable                                               (6,674)                 (797)
              Due from affiliated medical groups                                        2,797                  (745)
              Prepaid expenses and other assets                                          (360)               (2,127)
              Accounts payable                                                          1,648                (1,507)
              Payable to affiliated medical groups                                      1,563                   (20)
              Accrued expenses and other liabilities                                   (2,289)               (1,883)
                                                                           ------------------    ------------------
Net cash provided by operating activities                                               2,336                 1,414
                                                                           ------------------    ------------------

Cash flows from investing activities:
     Purchases of property and equipment                                               (3,129)               (2,765)
     Purchases of clinic assets, net of cash acquired                                 (15,169)              (67,316)
     (Increase) decrease in notes receivable                                           (3,366)                1,462
                                                                           ------------------    ------------------
Net cash used in investing activities                                                 (21,664)              (68,619)
                                                                           ------------------    ------------------

Cash flows from financing activities:
     Borrowings under long-term debt                                                  180,500                69,000
     Payments on long-term debt                                                      (209,550)               (2,512)
     Payments on capital lease obligations                                               (233)                 (242)
     Payment of deferred financing costs                                               (2,756)                 (313)
     Proceeds from issuance of common stock, net                                            2                   286
     Proceeds from issuance of preferred stock, net                                    51,468                  -
     Purchase of treasury shares                                                         (625)               (2,914)
     Collection of stockholder note receivable                                           -                      120
                                                                           ------------------    ------------------
Net cash provided by financing activities                                              18,806                63,425
                                                                           ------------------    ------------------

Decrease in cash and cash equivalents                                                    (522)               (3,780)

Cash and cash equivalents, beginning of period                                          7,625                13,871
                                                                           ------------------    ------------------

Cash and cash equivalents, end of period                                   $            7,103    $           10,091
                                                                           ==================    ==================
Supplemental disclosure of cash flow information
     Cash paid during the period for -
         Interest expense                                                  $            8,427    $            3,125
         Income taxes                                                      $            7,354    $            3,153

</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>



               PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation/Principles of Consolidation

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"). Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant  to such  SEC  rules  and  regulations.  Management  believes  that the
disclosures herein are adequate to prevent the information  presented from being
misleading.  The foregoing  financial  information,  not audited by  independent
public  accountants,  reflects,  in the opinion of the Company,  all adjustments
(which  included  only  normal  recurring  adjustments)  necessary  for  a  fair
presentation  of the financial  position and the results of  operations  for the
interim periods presented.  The results of operations for any interim period are
not necessarily indicative of the results of the operations for the entire year.
It is suggested that these condensed  consolidated  financial statements be read
in conjunction  with the financial  statements and notes thereto included in the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,  1999.
Certain  prior period  amounts have been  reclassified  to conform with the 2000
presentation.

Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing  income  available to
common  stockholders by the weighted average number of common shares outstanding
during the  period.  Common  stock to be issued is  assumed  to be common  stock
outstanding  and is included in the  weighted  average  number of common  shares
outstanding for the basic EPS calculation.  Options,  warrants,  and the effects
redeemable,   convertible   preferred  stock  and  other  potentially   dilutive
securities  are  excluded  from basic EPS.  Diluted EPS includes the options and
warrants  using the treasury  method and the  redeemable  convertible  preferred
stock and convertible  subordinated notes using the if-converted  method, to the
extent that these  securities are not  anti-dilutive.  For the  three-month  and
six-month  periods  ending June 30, 2000,  approximately  3.4 and 3.8 million of
stock options,  respectively,  were excluded from the computation of diluted EPS
because the options'  exercise prices were greater than the average market price
of the common shares.  For the three-month and six-month periods ending June 30,
2000,  approximately  675,000 and 551,000  shares  assumed on the  conversion of
convertible subordinated notes were excluded from the computation of diluted EPS
because  the  impact is  anti-dilutive.  Similarly,  the  impact of  redeemable,
convertible  preferred stock is excluded from the computation of diluted EPS for
the three-month period ending June 30, 2000 since the impact is anti-dilutive.

Net Revenue

Net revenue  represents total revenue reduced by amounts paid to medical groups.
The amounts  paid to medical  groups  (typically  80-85% of the medical  group's
operating income)  represents amounts paid to the groups pursuant to the service
agreements between the Company and the groups and primarily consists of the cost
of the services of the group's  physicians.  Under the service  agreements,  the
Company  provides each medical group with the  facilities  and equipment used in
its  medical  practice,   assumes  responsibility  for  the  management  of  the
operations of the practice,  and employs  substantially  all of the non-provider
personnel.

Net revenue is detailed as follows (in thousands):

<TABLE>
<CAPTION>

                                                              Three Months Ended             Six Months Ended
                                                                   June 30,                      June 30,
                                                          --------------------------    ---------------------------
                                                             2000           1999            2000           1999
                                                          -----------    -----------    -----------     -----------
<S>                                                       <C>            <C>            <C>             <C>
         Total revenue                                        124,212        108,514        255,419         215,298
         Less- Amounts paid to medical groups                 (34,427)       (32,493)       (72,083)        (66,185)
                                                          -----------    -----------    -----------     -----------
         Net revenue                                      $    89,785    $    76,021    $   183,336     $   149,113
                                                          ===========    ===========    ===========     ===========
</TABLE>


Revenue  consists  primarily of billings  and charges to  patients,  third party
payors  and  others  and  payments   received  under  capitated   contracts  for
professional  and  ancillary  services  rendered.  Total  revenue also  includes
amounts earned for other services rendered,  including contract billing; medical
directorships;   interim  management;   strategic  and  financial  planning  and
management consulting.  Revenue is recorded at the estimated realizable amounts,
net of  contractual  and other  adjustments.  Revenue under certain  third-party
payor agreements is subject to audit and retroactive adjustments. Provisions for
third party  settlements and adjustments are estimated in the period the related
services are rendered  and adjusted in future  periods as the final  settlements
are  determined.  There are no material  claims,  disputes,  or other  unsettled
matters   that  exist  to   management's   knowledge   concerning   third  party
reimbursements.  In  addition,  management  believes  there  are no  retroactive
adjustments that would be material to the Company's financial statements.


2.       ACQUISITIONS:

Through  June 30, 2000 and during 1999,  the  Company,  through its wholly owned
subsidiaries,  acquired  certain  operating  assets  of  the  following  medical
clinics:

<TABLE>
<CAPTION>

                     Medical Group                         Date                             Location
<S>      <C>                                         <C>                                <C>
2000:    Breton Medical Group (a)                    June 2000                          California, MD
         First Choice Medical (b)                    January 2000                       Flower Mound, TX

1999:    El Paseo Medical Center                     January 1999 (c)                   Las Cruces, NM
         Boca Raton Medical Associates               February 1999 (d)                  Boca Raton, FL
         Medical Office Services                     May 1999                           Flagstaff, AZ
         Family Care Center of Indiana               May 1999                           Dyer, IN
         MedGroup                                    August 1999                        Prescott, AZ
         Horizon Medical Group                       October 1999 (e)                   Columbus, GA
</TABLE>


(a)           The   physicians  of  Breton   Medical  Group  combined  with  the
              physicians of Shah  Associates,  which had  previously  affiliated
              with the Company in November 1998.

(b)           The  physicians  of  First  Choice   Medical   combined  with  the
              HealthFirst  Medical Group,  which had previously  affiliated with
              the Company in June 1996.

(c)           The Company  operated El Paseo  Medical  Center  under a long-term
              service  agreement   effective   December  1,  1998.  The  Company
              completed its acquisition in January 1999.

(d)           The  Company  operated  Boca  Raton  Medical  Associates  under an
              interim service  agreement  effective October 1, 1998. The Company
              completed its  acquisition  in February  1999,  and entered into a
              long-term service agreement effective February 1, 1999.

(e)           The  Company  operated  Horizon  Medical  Group  under an  interim
              service  agreement  effective July 1, 1998. The Company  completed
              its  acquisition  in October  1999,  and entered  into a long-term
              service agreement effective October 1, 1999.


Effective  August 1,  1999,  the  Company,  through a wholly  owned  subsidiary,
completed its acquisition of Primergy,  Inc.,  ("Primergy").  Based in Kingston,
New  York,  Primergy  is a  medical  network  management  company  that owns and
operates five IPAs in the Hudson Valley of New York and has under  contract more
than 1,500 physicians.

These  acquisitions  were  accounted  for as  purchases,  and  the  accompanying
condensed  consolidated  financial  statements  include  the  results  of  their
operations  from the  dates of their  respective  acquisitions.  Purchase  price
allocations to tangible assets acquired and liabilities assumed are based on the
estimated  fair  values at the dates of  acquisitions  and are  subject to final
revisions. Simultaneous with each medical group acquisition, the Company entered
into a long-term  service  agreement with the related medical group. The service
agreements are typically 40 years in length.

The  following   unaudited  pro  forma   information   reflects  the  effect  of
acquisitions  of medical  groups and  Primergy  on the  consolidated  results of
operations  of the  Company  had the  acquisitions  occurred at January 1, 1999.
Future  results may differ  substantially  from pro forma  results and cannot be
considered  indicative  of future  results  (in  thousands  except for per share
amounts).
<TABLE>
<CAPTION>

                                                              Three Months Ended             Six Months Ended
                                                                   June 30,                      June 30,
                                                          --------------------------    ---------------------------
                                                             2000           1999            2000           1999
                                                          -----------    -----------    -----------     -----------
<S>                                                       <C>            <C>            <C>             <C>
         Net revenue                                      $    89,790    $    83,355    $   183,903     $   168,921
                                                          ===========    ===========    ===========     ===========
         Net income before extraordinary charge           $       662    $     4,190    $     3,663     $     8,064
                                                          ===========    ===========    ===========     ===========
         Earnings per share before extraordinary
         charge per share
                  Basic                                   $      0.03    $      0.20    $      0.17     $      0.38
                                                          ===========    ===========    ===========     ===========
                  Diluted                                 $      0.03    $      0.19    $      0.16     $      0.35
                                                          ===========    ===========    ===========     ===========
         Weighted average number of common
         shares outstanding
                  Basic                                        22,097         21,117         22,090          21,413
                                                          ===========    ===========    ===========     ===========
                  Diluted                                      22,492         22,822         24,846          23,202
                                                          ===========    ===========    ===========     ===========
</TABLE>


3.       LONG-TERM DEBT:

Long-term debt is summarized as follows (in thousands):
                                                        June 30,   December 31,
                                                          2000         1999
                                                       ----------    ---------
         Borrowings under bank credit facility         $  133,500    $ 156,000
         Notes payable issued to medical groups             1,634        4,309
         Other long-term debt                                 843          828
                                                       ----------    ---------
                                                          135,977      161,137
         Less- current maturities                          (1,156)     (11,463)
                                                       -----------   ---------
         Long-term debt, net of current maturities     $  134,821    $ 149,674
                                                       ==========    =========

In 2000, the Company entered into a two-stage  transaction in which it issued an
aggregate of 530,000  shares of  convertible  preferred  stock to  affiliates of
Goldman,  Sachs & Co. for  aggregate  gross  proceeds of $55 million.  The first
stage of the  transaction,  which was  completed in January  2000,  involved the
issuance  of $16  million  principal  amount  of senior  subordinated  notes and
1,250,000  shares of common stock for $16 million.  In the second  stage,  which
closed in June 2000, 405,000 shares of Series A Convertible  Preferred Stock and
125,000  shares of Series B Convertible  Preferred  Stock were issued to the new
investors  in  exchange  for the notes,  common  stock,  and an  additional  $39
million,   bringing  the  total  investment  to  $55  million.  Both  series  of
convertible preferred stock have a liquidation  preference of $100 per share and
are convertible  into shares of the Company's common stock. The conversion price
of the  Series A is $2.50 per  common  share,  and the  conversion  price of the
Series B is $4.00 per common share,  subject to  adjustment  in accordance  with
customary anti-dilution provisions.

In  connection  with the  completion  of the second stage of the Goldman,  Sachs
transaction,  the Company  expanded its credit facility by $20 million.  The new
commitment  is  comprised of a $57.5  million  term loan that matures  March 30,
2006, a $20.0 million term loan that matures June 12, 2006, and a $100.0 million
maximum revolving  commitment that expires December 17, 2003. In connection with
the new,  expanded  credit  facility,  the Company was required to write off the
unamortized deferred financing costs relating to the prior credit facility.  The
resulting  extraordinary  charge  amounted  to  approximately  $647,000,  net of
applicable income taxes of approximately $468,000.


4.       SUPPLEMENTAL CASH FLOW INFORMATION:

In the first quarter of 2000,  the Company  converted  approximately  $35,000 of
convertible  subordinated  notes payable to a medical group into 3,912 shares of
the Company's common stock.

In the  first  six  months  of  2000  and  1999,  an  affiliated  medical  group
surrendered  39,700 and 32,896  shares,  respectively,  of the Company's  common
stock as partial payment of an outstanding note balance and accrued interest.


<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

ProMedCo, headquartered in Fort Worth, Texas, is a medical services company that
coordinates and manages the delivery of a wide variety of healthcare services in
non-urban communities.  We believe that these non-urban communities,  which have
fewer healthcare  providers and lower HMO penetration than urban areas, offer an
opportunity  for  us to  capture  a  substantial  portion  of  local  healthcare
expenditures.  To enter  these  markets,  we  affiliate  with a  leading  group,
establishing  a  platform  from  which we can grow our  market  share by  adding
ancillary services and providers.

We currently  operate in 25 communities  throughout the United States,  where we
are affiliated with medical groups comprised of approximately 820 physicians and
170  mid-level   providers.   In  addition,   the  Company  is  associated  with
approximately 2,000 physicians in associated  independent  practice  association
("IPA") networks.

Our agreements with medical groups are structured to provide a common  incentive
for growth. When affiliating with a medical group, we typically acquire, at fair
market value,  the group's  non-real  estate  operating  assets and enter into a
40-year service agreement with the group in exchange for various combinations of
cash, our common stock,  other securities  issued by us and/or our assumption of
certain  liabilities.  Under  these  service  agreements,  we  receive  a  fixed
percentage,  typically  15% to 20%,  of each  group's  operating  income  before
physician  compensation.  In our more recent  affiliations,  our share of income
from new ancillary services has been increased to 50%. We also share between 25%
and 50% of each  group's  surplus or  deficit  under  risk-sharing  arrangements
pursuant to capitated managed care contracts.

We have also developed alternative  affiliation  structures that require minimal
initial  investment and closed one such affiliation in 1999. The related 25-year
service  agreement gives us a lower  percentage of the group's  operating income
than our typical agreement,  but entitles us to 50% of the income from ancillary
services added  following the initial  affiliation  date. The service  agreement
also allows the group to  terminate  the  agreement  for any reason at five-year
intervals, but only if the group purchases all of the practice assets then owned
by us and pays us a multiple of additional  cash flows created since the initial
affiliation date.

Our net revenue  represents total revenue for services rendered (reported at the
estimated  realizable amounts from patients,  third-party payors and others, net
of contractual and other adjustments),  less amounts paid to the medical groups.
The amounts paid to the medical groups,  typically 80-85% of the medical groups'
operating  income,  primarily consist of the cost of the services of the groups'
physicians. Under our service agreements, we provide each medical group with the
facilities and equipment used in its medical practice, assume responsibility for
the management of the operations of the clinic and employ  substantially  all of
the  non-provider  personnel.  We do not consolidate  the operating  results and
accounts of the medical groups.

Results of Operations

After beginning  operations in our first two  communities  1995, we entered five
additional  communities in 1996, six in 1997, eight in 1998 and four in 1999. In
addition to entering  new  markets,  we  continuously  work to expand our market
share through affiliations with additional physicians and selective additions of
ancillary services. Changes in results of operations are generally caused by our
expansion  into  additional  communities  and same market growth in our existing
communities.  We faced  several  challenges  during the second  quarter of 2000.
Several  delays in  closing  the equity  investment  from  Goldman,  Sachs had a
negative impact on us in a number of major ways: delaying important  acquisition
opportunities,  creating  a  distraction  for senior  management  and for anyone
associated  with ProMedCo and eroding the interest of new prospects who chose to
wait until the  transaction  was  concluded.  In addition,  higher-than-expected
seasonal impact on revenues,  realignment in certain markets and higher interest
rates all combined to adversely impact the results of the quarter.

The following  table sets forth the  percentages  of net revenue  represented by
certain items reflected in our condensed consolidated statements of operations.

<TABLE>
<CAPTION>

                                                              Three Months Ended             Six Months Ended
                                                                   June 30,                      June 30,
                                                          --------------------------    ---------------------------
                                                             2000           1999            2000           1999
                                                          -----------    -----------    -----------     -----------
<S>                                                       <C>            <C>            <C>             <C>
Net revenue                                                   100.0%          100.0%         100.0%         100.0%
Operating expenses:
         Clinic salaries and benefits                          34.7            35.9           34.4           35.5
         Clinic rent and lease expense                          9.4             9.4            9.0            9.0
         Clinic supplies                                       11.6            11.8           11.3           11.8
         Purchased medical services                            17.9            12.8           17.8           14.5
         Other clinic costs                                    13.1            12.9           12.9           12.5
         General corporate expenses                             3.3             3.0            3.0            2.9
         Depreciation and amortization                          4.3             4.1            4.2            3.9
         Interest expense                                       4.2             1.7            3.8            1.5
                                                            -------        --------       --------        -------
Income before provision for income taxes                        1.5             8.4            3.6            8.4
Provision for income taxes                                      0.6             3.2            1.5            3.2
                                                            -------        --------       --------        -------
Net income before extraordinary charge                          0.9             5.2            2.1            5.2
Extraordinary charge, net of tax benefit                        0.8             -              0.4             -
                                                            -------        --------       --------        --------
Net income                                                      0.1%            5.2%           1.7%           5.2%
                                                            =======        ========       ========        =======

Other Financial Information:
     Total revenue, amounts in thousands (1)              $ 124,212       $ 108,514      $ 255,419      $ 215,298
     Payor breakdown (2)
         Commercial and discounted fee-for-service             42.2%           38.9%          41.4%          38.5%
         Medicare/Medicaid                                     30.0            29.5           30.0           29.0
         Capitation                                            15.5            15.2           15.9           17.0
         Other                                                 12.3            16.4           12.7           15.5
                                                            -------        --------       --------        -------
                                                              100.0%          100.0%         100.0%         100.0%
                                                            =======        ========       ========        =======
</TABLE>

(1)  Total revenue  represents  amounts  received for professional and ancillary
     services  and  for  other  services,  such  as  contract  billing,  medical
     directorship  and interim  management.  These  amounts are  recorded at the
     estimated realizable amounts, net of contractual and other adjustments. Our
     net  revenue  represents  revenue,  reduced by amounts  paid to the medical
     groups.

(2)  As a percentage of total revenue.

Three Months Ended June 30, 2000 Compared With Three Months Ended June 30, 1999

Net revenue  increased by 18.2% to $89.8  million for the quarter ended June 30,
2000, from $76.0 million for the quarter ended June 30, 1999. Same market growth
in net revenue for communities in which we operated for longer than one year was
over 5% for the three months ended June 30, 2000  compared  with the same period
ended June 30, 1999. The remainder of the growth in net revenue was attributable
to communities we entered since April 1, 1999.

Overall clinic costs,  including purchased medical services,  as a percentage of
net revenue increased to 86.7% for the quarter ended June 30, 2000,  compared to
82.8% for the quarter ended June 30, 1999.  Purchased  medical  services reflect
the cost of services required under managed care contracts that are not provided
by our medical groups and supplemental services to support incremental ancillary
services.  The primary reason for the overall  increase in clinic  expenses as a
percentage  of net revenue was a change in  purchased  medical  services,  which
increased to 17.9% as a percentage  of net revenue for the first second  quarter
of 2000, compared to 12.8% in the first six months of 1999. This change resulted
from the  relative  increase in  ancillary  revenue and the related  expenses to
provide these services. The increase in purchased medical services was partially
offset by  decreases,  as a percentage  of net revenue,  in clinic  salaries and
benefits and clinic supplies which  decreased to 34.7% and 11.6%,  respectively,
in the second quarter of 2000 compared to 35.9% and 11.8%,  respectively  in the
second quarter of 1999.

General corporate  expenses as a percentage of net revenue increased to 3.3% for
the quarter ended June 30, 2000, compared to 3.0% for the quarter ended June 30,
1999.  This  increase in expenses was  expected as the Company  continued to add
management and technology infrastructure.  Management expects these increases in
amounts to continue as the Company continues to grow.

Depreciation and  amortization as a percentage of net revenue  increased to 4.3%
for the quarter ended June 30, 2000, compared to 4.1% for the quarter ended June
30, 1999. This increase resulted  primarily from an increase in depreciation due
to changes in the mix of our  medical  groups,  with  certain of our more recent
affiliations having a relatively higher amount of property and equipment.

Net interest  expense as a percentage  of net revenue  increased to 4.2% for the
quarter  ended June 30,  2000,  compared to 1.7% for the quarter  ended June 30,
1999. This increase is primarily the result of an overall  effective rate on our
credit  facility which was 11.3% as of June 30, 2000 compared to 7.1% as of June
30, 1999.  In addition,  there was an increase in interest  from the issuance of
subordinated notes payable as part of the Goldman, Sachs transaction.

Provision  for income taxes  reflects an effective  rate of 42.0%,  which is our
estimated effective rate for all of 2000.



<PAGE>



Six Months Ended June 30, 2000 Compared With Six Months Ended June 30, 1999

Net revenue  increased by 22.9% to $183.3  million for the six months ended June
30,  2000,  from $149.1  million for the six months  ended June 30,  1999.  Same
market  growth in net revenue for  communities  in which we operated  for longer
than one year was over 5% for the six months ended June 30, 2000  compared  with
the same period ended June 30, 1999.  The remainder of the growth in net revenue
was attributable to communities we entered since January 1, 1999.

Overall clinic costs,  including purchased medical services,  as a percentage of
net revenue increased to 85.4% for the six months ended June 30, 2000,  compared
to 83.3% for the six months  ended June 30,  1999.  Purchased  medical  services
reflect the cost of services  required under managed care contracts that are not
provided by our medical groups and supplemental  services to support incremental
ancillary  services.  The  primary  reason for the  overall  increase  in clinic
expenses  as a  percentage  of net  revenue  was a change in  purchased  medical
services,  which increased to 17.8% as a percentage of net revenue for the first
six  months of 2000,  compared  to 14.5% in the first six  months of 1999.  This
change resulted from the relative  increase in ancillary revenue and the related
expenses to provide these services.  The increase in purchased  medical services
was  partially  offset by decreases,  as a percentage of net revenue,  in clinic
salaries and benefits and clinic  supplies  which  decreased to 34.4% and 11.3%,
respectively,  in the first  six  months of 2000  compared  to 35.5% and  11.8%,
respectively in the first six months of 1999.

General corporate  expenses as a percentage of net revenue increased to 3.0% for
the six months  ended June 30,  2000,  compared to 2.9% for the six months ended
June 30, 1999.  This increase in expenses was expected as the Company  continued
to add  management  and  technology  infrastructure.  Management  expects  these
increases in amounts to continue as the Company continues to grow.

Depreciation and  amortization as a percentage of net revenue  increased to 4.2%
for the six months  ended  June 30,  2000,  compared  to 3.9% for the six months
ended June 30,  1999.  This  increase  resulted  primarily  from an  increase in
depreciation  due to changes in the mix of our medical  groups,  with certain of
our more recent  affiliations  having a relatively higher amount of property and
equipment.

Net interest  expense as a percentage  of net revenue  increased to 3.8% for the
six months ended June 30,  2000,  compared to 1.5% for the six months ended June
30, 1999. This increase is primarily the result of an overall  effective rate on
our credit  facility  which was 11.3% as of June 30, 2000 compared to 7.1% as of
June 30, 1999. In addition,  there was an increase in interest from the issuance
of subordinated notes payable as part of the Goldman, Sachs transaction.

Provision  for income taxes  reflects an effective  rate of 42.0%,  which is our
estimated effective rate for all of 2000.



<PAGE>



Liquidity and Capital Resources

At June 30, 2000,  we had working  capital of $73.6  million,  compared to $52.1
million  at  December  31,  1999.  This  increase  in working  capital  resulted
primarily from the  refinancing of our credit  facility which included a portion
which was due in June 2000.  Net cash provided by operations  for the six months
ended June 30, 2000 was $2.3 million. Net income, combined with depreciation and
amortization  and  deferred  taxes,  a decrease in due from  affiliated  medical
groups and an increases in accounts payable and payable to affiliated  physician
groups, provided $17.2 million in cash flows. This was offset by uses of cash of
$14.9 million that resulted from  increases in accounts  receivable,  management
fees receivable and other assets,  and a decrease in accrued  expenses and other
liabilities.

Our accounts receivable  increased $5.6 million,  net of the effects of purchase
accounting  since  December  31,  1999.  The  increase is due  primarily  to the
increase  in  revenues  in the first six months of 2000  compared  to the fourth
quarter of 1999.  For the second quarter of 2000, the number of days in accounts
receivable was 48.0 days,  which is a slight increase from the number of days in
accounts  receivable  of 47.2 days for the  fourth  quarter  of 1999.  While our
days-outstanding  compares favorably within the healthcare industry, we continue
to focus  significant  efforts at all of our  clinics to continue to improve the
collections and the overall business office processes.

We had  aggregate  cash  expenditures  for  purchases of clinic  assets of $15.2
million for the six months ended June 30, 2000.  Of this amount,  $13.1  million
related  primarily to deferred  payments  associated with  previously  completed
acquisitions  and $2.1  million  related to  acquisitions  completed  in the six
months of 2000.  Our capital  expenditures  amounted to $3.1 million for the six
months ended June 30, 2000.  Although  each of the service  agreements  with our
affiliated  medical  groups  requires  us  to  provide  capital  for  equipment,
expansion,  additional  physicians  and other  major  expenditures,  we have not
committed a specific  amount in  advance.  Capital  expenditures  are made based
partially  upon the  availability  of funds,  the sources of funds,  alternative
projects and an acceptable return on investment.

During  the first  six  months of 2000,  the  Company  loaned  $3.4  million  to
affiliated  medical  groups and to affiliated  physicians.  Loans  totaling $2.3
million were used for new physicians starting their practice.  Additionally,  in
June  2000,  we lent an  affiliated  medical  group  $1.1  million  who used the
proceeds to purchase  split-dollar life insurance policies for the physicians in
the group.

In November 1998, we authorized a common stock repurchase program whereby we may
repurchase  up to $10.0  million of our common  stock.  During the six months of
2000, we purchased 43,317 shares at an average price of $2.28 per share.

In 2000, we entered into a two-stage transaction in which we issued an aggregate
of 530,000 shares of convertible preferred stock to affiliates of Goldman, Sachs
& Co. for  aggregate  gross  proceeds  of $55  million.  The first  stage of the
transaction,  which was completed in January 2000,  involved the issuance of $16
million principal amount of our senior  subordinated  notes and 1,250,000 shares
of our common stock for $16 million.  In the second stage,  which closed 405,000
shares of Series A Convertible  Preferred  Stock and 125,000  shares of Series B
Convertible Preferred Stock in June 2000, the new investors exchanged the notes,
common stock,  and an additional $39 million,  bringing the total  investment to
$55  million.  Both series of  convertible  preferred  stock have a  liquidation
preference  of $100 per  share and are  convertible  into  shares of our  common
stock.  The  conversion  price of the Series A is $2.50 per common share and the
conversion  price  of the  Series  B is  $4.00  per  common  share,  subject  to
adjustment in accordance with customary anti-dilution provisions.

On June 12, 2000,  and in connection  with the completion of the second stage of
the Goldman  Sachs  transaction,  we entered into a new credit  facility  with a
syndicate  of banks,  to provide for a commitment  of up to $177.50  million for
acquisitions and general working capital. The revised commitment is comprised of
a $57.5 million term loan that matures March 30, 2006, a $20.0 million term loan
that matures June 12, 2006, and a $100.0 million  maximum  revolving  commitment
that expires  December  17, 2003.  The term loans  require  scheduled  quarterly
principal  payments  beginning in March 2003.  The  interest  rate is set at our
option and varies  based on our  leverage,  as follows:  (i) the prime rate plus
1.0% to 3.5%,  or (ii) the  Eurodollar  rate plus  2.5% to 3.5%.  As of June 30,
2000,  the  effective  interest  rate under the credit  facility was 11.3%.  The
credit facility includes certain restrictive covenants, including limitations on
the payment of dividends, as well as requirements for the maintenance of certain
financial  ratios.  The credit facility is secured by  substantially  all of our
assets.  In obtaining the credit facility,  we paid fees and other closing costs
of approximately $2.7 million, which has been capitalized in other assets on our
consolidated  balance  sheets and is  amortized  as an  adjustment  to  interest
expense using the effective  interest method. As of June 30, 2000, we had $133.5
million  outstanding and $43.5 million available,  subject to certain conditions
under the agreement.

We had cash and cash  equivalents  of $7.1 million at June 30, 2000. In addition
to this,  our  principal  sources of  liquidity  at June 30, 2000 were  accounts
receivable of $66.0 million and  availability  of $43.5 million under the credit
facility.  We believe that this will be sufficient  to meet our working  capital
needs for at least the next twelve months. Our future acquisition, expansion and
capital expenditure programs may, however, require additional capital resources.
To meet any  additional  capital  needs of these  programs,  we will continue to
evaluate  alternative sources of financing,  including short- and long-term bank
indebtedness,  additional equity and other forms of financing,  the availability
and terms of which will depend upon market and other conditions. There can be no
assurance  that we will be able to obtain  additional  financing  at  acceptable
terms.

Forward-Looking Statements

This report includes  "forward-looking  statements" under the Private Securities
Litigation Reform Act of 1995 about anticipated results, including statements as
to operating results,  liquidity and capital  resources,  and expansion into and
within additional communities.  These forward-looking  statements are based upon
our  internal  estimates,  which are  subject  to change  because  they  reflect
preliminary  information and our  assumptions.  Thus, a variety of factors could
cause  our  actual  results  and  experience  to  differ   materially  from  the
anticipated   results  or  other   expectations   we  have   expressed   in  the
forward-looking  statements.  The  factors  that could cause  actual  results or
outcomes to differ from our  expectations  include our ability to:

o    continue to operate profitably;
o    expand in our existing communities;
o    establish operations in additional communities; and
o    obtain additional financing upon terms acceptable to us;

along with the  uncertainties  and other factors described in this report and in
our public filings and reports.



Item 2. Changes in Securities and Use of Proceeds

In May 2000, the Company  issued 178,362 shares of Common Stock to  stockholders
of a physician group in connection with December 1997 affiliation. In June 2000,
the Company issued 405,000  shares of Series A Convertible  Preferred  Stock and
125,000 shares of Series B Convertible Preferred Stock to affiliates of Goldman,
Sachs and Co. in completion of a financial  transaction.  These  issuances  were
exempt from  registration  under the Securities Act, pursuant to section 4(2) of
the Act as they did not involve any public offering.


Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits:

                  11       Computation of Per Share Earnings

                  27       Financial Data Schedule

         (b)      Reports on Form 8-K

                  None.



<PAGE>



                                   SIGNATURES


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

<TABLE>
<CAPTION>


Signature                                                 Title                                    Date
<S>                                             <C>                                         <C>
/s/ H. WAYNE POSEY
--------------------------------------
H. Wayne Posey                                  Chairman, President, Chief Executive         August 14, 2000
                                                Officer, and Director
                                                (Chief Executive Officer)

/s/ ROBERT D. SMITH
--------------------------------------
Robert D. Smith                                 Senior Vice President - Finance and          August 14, 2000
                                                Chief Financial Officer
                                                (Chief Accounting Officer)

</TABLE>