SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                       FORM 10-K/A
                    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                       For the fiscal year ended December 31, 1998

                             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 1450
 Fort Worth, Texas                                              76102
  (Address of principal executive offices)                   (Zip Code)

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

          Securities registered pursuant to Section 12(b) of the Act:  None

          Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, $.01 par value

         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 by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         The  aggregate  market value of the  registrant's  Common Stock held by
non-affiliates  of the  registrant as of March 1, 1999 (computed by reference to
the closing price of such stock on the Nasdaq National Market) was $80,666,956.

         As of March 1, 1999,  there were 21,061,215  shares of the registrant's
Common Stock outstanding.

                        DOCUMENTS INCORPORATED BY REFERENCE

               DOCUMENT                                      WHERE INCORPORATED

Portions of the Registrant's definitive Proxy Statement
regarding the 1999 Annual Meeting of Stockholders                  Part III




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                                                                   3
         The  registrant  hereby amends and restates in its entirety,  Item 5 of
Part II of its Annual  Report on Form 10-K for the year ended  December 31, 1998
to  restate  the high and low sales  prices  per share of the  Company's  Common
Stock.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

          Since March 12,  1997,  the Common Stock has been traded on the Nasdaq
National Market under the symbol "PMCO." The following table sets forth the high
and low sale  prices per share of the  Common  Stock as  reported  by the Nasdaq
National Market for each calendar quarter since the commencement of trading.
<TABLE>
<CAPTION>

                                                                                        High         Low
<S>                                                                                   <C>        <C>
         1997
            First Quarter (commencing March 12).....................................  $    9.25  $    9.00
            Second Quarter..........................................................       9.25       6.00
            Third Quarter...........................................................      11.00       6.75
            Fourth Quarter..........................................................      11.63       8.00
         1998
            First Quarter...........................................................      16.25       8.75
            Second Quarter..........................................................      15.87       8.87
            Third Quarter...........................................................      10.75       4.12
            Fourth Quarter..........................................................       7.87       4.38
         1999
            First Quarter (through March 12)........................................       6.62       3.87
</TABLE>

         The Company has not paid any cash  dividends  on its common stock since
its  formation.  It  presently  intends  to retain its  earnings  for use in its
business and  therefore  does not  anticipate  paying any cash  dividends in the
foreseeable  future.  The payment of any future  dividends will be determined by
the Board of Directors  in light of  conditions  then  existing,  including  the
Company's  earnings,  financial  condition  and  requirements,  restrictions  in
financing agreements,  business conditions,  and other factors. In addition, the
Company's ability to pay dividends or make  distributions to its stockholders is
restricted by the terms of its credit facility.  As of March 1, 1999, there were
379 holders of record of Common Stock.

         During 1998,  the Company  issued  2,955,015  shares of Common Stock to
stockholders  of seven physician  groups in connection  with their  affiliations
with the Company.  As of December 31, 1998, the Company had commitments to issue
an  aggregate of 412,771  shares of Common  Stock to physician  groups and their
stockholders in connection with its affiliations with a physician group in April
1998 and three roll-in physicians to existing groups during the third and fourth
quarter of 1998.  Such shares are expected to be issued in the second quarter of
1999. Each of such issuances was or will be exempt from  registration  under the
Securities Act,  pursuant to section 4(2) of the Act as they did not involve any
public offering.


<PAGE>




                                SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange 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                                  President, Chief Executive                  May 25, 1999
                                                Officer, and Director
                                                (Chief Executive Officer)

/s/ ROBERT D. SMITH
Robert D. Smith                                 Vice President - Finance                    May 25, 1999
                                                (Chief Accounting Officer)
</TABLE>