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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



                                 FORM 10-Q/A

(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

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               PROMEDCO MANAGEMENT COMPANY AND SUBSIDIARIES

                                INDEX


                                                                      Page
                                                                       No.

Part II. Other Information

         Item 6. Exhibits and Reports on Form 8-K                       2

Signatures                                                              2




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

         (a)      Exhibits:

10.1     Amended and Restated Credit Agreement among ProMedCo Management
         Company, Bank of America, N.A. as administrative lenders, and Banc of
         America Securities LLC as arranger, dated June 12, 2000.

11*      Computation of Per Share Earnings

27*      Financial Data Schedule

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*  Previously filed.


         (b)      Reports on Form 8-K

                  None.

                              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         September 6, 2000
                                                Officer, and Director
                                                (Chief Executive Officer)

/s/ ROBERT D. SMITH
--------------------------------------
Robert D. Smith                                 Senior Vice President - Finance and          September 6, 2000
                                                Chief Financial Officer
                                                (Chief Accounting Officer)
</TABLE>