================================================================================
                     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, 1999

                       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 February 17, 2000 (computed by reference
to  the  closing  price  of  such  stock  on the  Nasdaq  National  Market)  was
$50,050,825.

         As of February 17,  2000,  there were  22,479,239  shares of our common
stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None

         This amendment is being filed to provide the information  called for by
Items 10  through 13 of the Annual  Report on Form 10-K of  ProMedCo  Management
Company for the year ended December 31, 1999.

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



<PAGE>



                  Part III

Item 10.  Directors and Executive Officers of the Registrant

         The  Company's  Articles of  Incorporation  and Bylaws  provide for the
division of the Board of Directors into three classes, designated Class I, Class
II, and Class III, with  staggered  terms of three years.  The terms of Class I,
Class II, and Class III Directors expire in 2001, 2002, and 2003, respectively.

         The Board currently consists of eight members.  James F. Herd, M.D. and
Charles J. Buysse,  M.D. are Class I Directors,  David T. Bailey,  M.D., Jack W.
McCaslin  and  Sanjeev K.  Mehra are Class II  Directors,  and H.  Wayne  Posey,
Richard E. Ragsdale and E. Thomas Chaney are Class III Directors.

Directors

         The following are the current members of the Board of Directors:
<TABLE>
<CAPTION>


                                                                                                       Director
Name                                                Age              Position                            Class

<S>                                                 <C>   <C>                                          <C>
H. Wayne Posey(1)(2)...............................  61   Chairman, President, Chief
                                                            Executive Officer and Director                III
Richard E. Ragsdale(1)(2)(3).......................  56   Director                                        III
David T. Bailey, M.D.(4)...........................  54   Director                                        II
Charles J. Buysse, M.D.............................  59   Director                                         I
E. Thomas Chaney(1)(2)(3)..........................  57   Director                                        III
James F. Herd, M.D.................................  64   Director                                         I
Jack W. McCaslin(4)................................  60   Director                                        II
Sanjeev K. Mehra...................................  41   Director                                        II
</TABLE>

(1)   Member of Executive Committee
(2)   Member of Compensation Committee
(3)   Member of Option Committee
(4)   Member of Audit Committee

         H. Wayne Posey,  a co-founder of the Company,  has been the  President,
Chief Executive  Officer,  and a Director of the Company since its inception and
Chairman  of its  Board of  Directors  since  December  1998.  Mr.  Posey  was a
healthcare  consultant  from 1975 until 1994,  most recently as the principal in
charge of the healthcare services division of McCaslin & Company, P.C. Mr. Posey
was employed by Hospital  Affiliates  International,  Inc.  ("HAI"),  a publicly
owned hospital management  company,  from 1970 until 1975, holding the positions
of  Controller,  Vice  President and  Controller,  and Senior Vice  President of
Operations,  and he also  served  on HAI's  Board  of  Directors  and  Executive
Committee. He has also served as a director of InterDent,  Inc. (formerly Gentle
Dental Services Corporation), a publicly held dental practice management company
since 1996.

         Richard  E.  Ragsdale,  a  co-founder  of the  Company,  served  as the
Chairman of its Board of Directors from its inception until December 1998. He is
currently Chairman of the Board's Executive Committee.  He was also a co-founder
and  served  as the  Chairman  of the Board of  Directors  of  Community  Health
Systems,  Inc.  ("CHS"),  a  non-urban  hospital  management  company,  from its
inception in 1985 until his  retirement in 1998,  and has been a director of The
RehabCare  Group,  Inc., a publicly  owned  rehabilitation  services  management
company, since 1993.

         David T.  Bailey,  M.D.  has served as a Director of the Company  since
January 1996. Dr. Bailey also serves as President of Abilene  Diagnostic Clinic,
P.L.L.C.,  a ProMedCo affiliated  physician group. Dr. Bailey is Board Certified
with the American Board of Family  Practice and has been a full-time  practicing
family  physician  since 1973.  He has served as Chairman of the  Department  of
Family Practice both at Hendrick Medical Center and Abilene Regional Hospital in
Abilene. He has been appointed to chair a committee to develop the transition of
health care for the military to private medicine.  He also served as Chairman of
the Board of  Trustees at Abilene  Christian  Schools  from 1983 to 1994.  He is
presently serving as Chairman of the medical section at Abilene Regional Medical
Center and is a member of the patient/physician advocacy committee for the Texas
Medical Association.

         Charles J. Buysse, M.D. has been in the private practice of medicine in
Naples,  Florida,  since 1975. He is past  President of Naples  Medical  Center,
P.A.,  a ProMedCo  affiliated  physician  group,  and has been a Director of the
Company since November 1997.

         E. Thomas  Chaney served as President  and Chief  Executive  Officer of
CHS, which he co-founded in 1985,  until his retirement in 1997. A co-founder of
the Company,  he has served as a Director since its inception and is a member of
the Board's Executive Committee.

         James F. Herd,  M.D.  has been in private  practice in  obstetrics  and
gynecology in Fort Worth, Texas since 1968. During 1994, he was the President of
the Tarrant  County Medical  Society.  From 1986 to 1990, he served as Chief and
Vice Chief of Staff of Harris  Methodist  Hospital in Fort Worth.  He has been a
Director of the Company since its inception in July 1994.

         Jack W. McCaslin has been the managing principal of McCaslin & Company,
P.C., a public  accounting and consulting  company in Fort Worth,  Texas and its
predecessor,  McCaslin,  Wright & Greenwood, P.C. since 1983. He has served as a
Director of the Company since its inception.

         Sanjeev K. Mehra is a Managing Director of Goldman,  Sachs & Co. in the
Principal  Investment  Area. He joined  Goldman Sachs in 1986. He is a member of
Goldman Sachs' Principal Investment Area Investment Committee.  Mr. Mehra serves
on the Boards of Directors of,  Madison River  Telephone  Company,  L.L.C.,  and
several  privately held  companies on behalf of Goldman  Sachs.  He holds a B.A.
from  Harvard  University  and an M.B.A.  from the  Harvard  Graduate  School of
Business Administration.


<PAGE>



Item 11.  Executive Compensation

         The  following  table sets forth the  compensation  earned in the years
ended December 31, 1997,  1998 and 1999 by the Chief  Executive  Officer and the
four most highly compensated  executive  officers whose individual  remuneration
exceeded $100,000 for 1999 (the "Named Executive Officers").


<PAGE>



                           Summary Compensation Table
<TABLE>
<CAPTION>

                                                                                                 Long-Term
                                                                                               Compensation
                                                              Annual Compensation                 Awards
                                                                                  Other         Securities
Name and Principal                                                               Annual         Underlying        All other
Position                                 Year      Salary        Bonus        Compensation        Options      Compensation(1)
--------------                           ----    -----------  -----------     ------------      -----------     --------------
<S>                                     <C>      <C>         <C>             <C>                 <C>           <C>
H. Wayne Posey........................   1999    $   450,000  $   18,570(2)   $    -                375,000     $    16,773
Chairman, President and CEO              1998        332,150     199,290(3)        -                300,000          34,102
                                         1997        327,383           -           -                 50,000          26,152

Dale K. Edwards.......................   1999        215,500      67,135(2)        -                120,000             -
Senior Vice President--Development       1998        205,000     132,000(3)        -                 50,000             -
                                         1997        176,667      16,431           -                 80,000             -

Charles W. McQueary...................   1999        215,534           -           -                     -              -
Senior Vice President--Operations        1998        205,000      61,500(3)        -                     -              -
                                         1997        104,583      25,000(4)        -                200,000             -

Robert M. Sontheimer (5)..............   1999        247,000     180,000(2)        -                 50,000             477
Senior Vice President--Managed Care      1998        240,000      72,000(3)        -                     -              374
                                         1997         19,068           -           -                     -              -

Gregory A. Wagoner, M.D. (5)..........   1999        196,308           -           -                 90,000             -
                                         1998        175,000      36,000(3)        -                     -              -
                                         1997         12,308           -           -                     -              -

</TABLE>

(1)  For 1999,  reflects payment of professional fees for estate planning in the
     amount of $12,352  and  automobile  allowance  of $4,420 for Mr.  Posey and
     payment  of  an  automobile  allowance  in  the  amount  of  $477  for  Mr.
     Sontheimer.  For 1998,  reflects  payment of  professional  fees for estate
     planning in the amount of $23,768 and  automobile  allowance of $10,334 for
     Mr. Posey and payment of an automobile  allowance in the amount of $374 for
     Mr. Sontheimer.  For 1997, reflects payment of professional fees for estate
     planning in the amount of $26,152 for Mr. Posey.
(2)  Reflects bonus earned in 1999 and paid in 2000.
(3)  Reflects bonus earned in 1998 and paid in 1999.
(4)  Reflects bonus earned in 1997 and paid in 1998.
(5)  The Company  employed Mr.  Sontheimer  and Dr.  Wagoner in December 1997 in
     connection  with the  acquisition  of Health Plans,  Inc.,  now PMC Medical
     Management.

                        Option Grants in Fiscal Year 1999
<TABLE>
<CAPTION>

                                                  Individual Grants                        Potential Realizable
                                               Percent of                                    Value at Assumed
                                Number of     Total Options                                   Annual Rates of
                                 Shares        Granted to                                       Stock Price
                               Underlying       Employees       Exercise                     Appreciation for
                                 Options     in Fiscal Year      Price      Expiration        Option Term(2)
Name                           Granted(1)         1998         Per Share       Date           5%            10%
----                           ----------         ----         ---------       ----     ------------   --------
<S>                            <C>               <C>          <C>            <C>        <C>           <C>
H. Wayne Posey.................   375,000          37.2%       $   5.31       01/22/09  $  1,252,286   $  3,173,540
Dale K. Edwards................   120,000          11.9%           5.31       01/22/09       400,732      1,015,533
Charles W. McQueary............    -                0.0%             -           -             -               -
Robert M. Sontheimer...........    50,000           5.0%           5.31       01/22/09       166,972        423,139
Gregory Wagoner................    20,000           2.0%           5.31       01/22/09        66,789        169,255
</TABLE>


(1)  Represents  options to purchase  Common Stock granted  pursuant to the 1994
     and 1996 Stock Option  Plans.  Options  generally  are  exercisable  in 20%
     increments, commencing one year after the date of grant.

(2)  Based upon the market  price of the Common Stock on the date the option was
     granted and on annual  appreciation  of such value,  through the expiration
     date of such options,  at the stated rates. These amounts represent assumed
     rates of  appreciation  only and may not  necessarily  be achieved.  Actual
     gains,  if any,  depend on the future  performance of the Common Stock,  as
     well as the continued  employment of the Named  Executive  Officers for the
     full term of the options.

                       Aggregated Option Exercises in 1999
                and Warrant/Option Values as of December 31, 1999

<TABLE>
<CAPTION>

                               Number of                          Number of                   Value of Unexercised
                                Shares                     Underlying Unexercised                 In-the-Money
                               Acquired                      Warrants/Options at               Warrants/Options at
                                  on          Value           December 31, 1999               December 31, 1999 (1)
Name                           Exercise     Realized   Exercisable       Unexercisable    Exercisable    Unexercisable
----                         -----------  -----------  -----------       -------------    -----------    -------------
<S>                            <C>        <C>              <C>             <C>          <C>             <C>
H. Wayne Posey................     -       $    -             696,971          645,000  $   1,107,389     $     -
Dale K. Edwards...............    40,000      178,320         106,000          224,000          -               -
Charles W. McQueary...........     -            -              80,000           20,000          -               -
Robert M. Sontheimer..........     -            -               -               50,000          -               -
Gregory Wagoner...............     -            -              10,000           35,000          -               -
</TABLE>

---------------

(1)  Based upon the closing  sale price of the  Company's  Common Stock of $2.94
     share as reported on the NASDAQ  National  Market on December 31, 1999 less
     the exercise price of the options.


<PAGE>



Employment and Termination Agreements

         The Company has entered into employment  agreements with Messrs. Posey,
Edwards, Sontheimer,  McQueary, and Wagoner to serve in their respective current
positions.  The  agreement  with Mr.  Posey,  which  expires  February 15, 2004,
currently  provides for an annual base salary of $500,000,  plus an annual bonus
based upon the achievement of certain  operating goals. In the event Mr. Posey's
employment is terminated  without cause or there is a "change in control" of the
Company  (as  defined in his  employment  agreement),  Mr.  Posey is entitled to
receive  severance  benefits  equal to the  present  value of 36  months  of his
salary, bonus, and certain other benefits.

         The  employment  agreement  with Mr.  Edwards  automatically  renews in
November  of each  year and  currently  provides  for an annual  base  salary of
$230,000.  In addition,  the agreement with Mr.  Edwards  provides for an annual
bonus based upon the  achievement of certain  operating  goals.  Mr.  McQueary's
agreement  automatically renews in April of each year and currently provides for
an annual base salary of $225,000 and an annual bonus based upon the achievement
of  certain  operating  goals.  Mr.  Sontheimer's  agreement,  which  expires in
December 2000 (subject to certain renewal provisions), currently provides for an
annual base salary of $260,000 and an annual bonus based upon the achievement of
certain operating goals. Dr. Wagoner's agreement, which expires in December 2000
(subject to certain renewal  provisions),  currently provides for an annual base
salary of $200,850  and an annual  bonus based upon the  achievement  of certain
operating goals.  Each of Messrs.  Edwards,  Sontheimer,  McQueary and Wagoner's
contracts  include a provision that in the event of a termination  without cause
or a change in control of the  Company,  the  individual  is entitled to receive
his/her base salary and average bonus through the later of the expiration of the
agreement  or  periods  ranging  from six to  twelve  months,  depending  on the
individual agreement.

Director Compensation

         Members of the Board of Directors receive no cash compensation in their
capacities  as  Directors.  Each Director not employed by the Company is granted
options  annually to purchase  2,000 shares of Common Stock at an exercise price
equal to the fair market  value of such stock on the date of grant,  exercisable
in annual  increments of 20%. Each such Director who is newly appointed or newly
elected  to the Board of  Directors  will in  addition  be  granted  options  to
purchase  5,000 shares of Common Stock upon the same terms.  All  Directors  are
reimbursed  for  out-of-pocket  expenses  incurred in attending  meetings of the
Board of  Directors or  committees  thereof and for other  expenses  incurred in
their capacity as Directors.

         The Company has  entered  into  five-year  consulting  agreements  with
Messrs.  Ragsdale and Chaney,  providing for annual  compensation of $60,000 and
$36,000, respectively, under which Messrs. Ragsdale and Chaney provide strategic
and  financial  advisory  services  to  the  Company.  Compensation  under  such
agreements  is paid to  Messrs.  Ragsdale  and  Chaney  in their  capacities  as
consultants to the Company and not as Directors.  The Company  believes that the
terms of the arrangements,  which were determined through  negotiation among the
Company's  founders,   are  as  favorable  as  might  have  been  obtained  from
non-affiliated persons.

Compensation Committee Interlocks

         The Company's Compensation Committee is comprised of Messrs. Posey, the
Company's Chief Executive  Officer,  Ragsdale and Chaney.  See "--Employment and
Termination  Agreements,"  "--Director  Compensation"  and  "Item  13 -  Certain
Relationships and Related Transactions."



<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information regarding beneficial
ownership of the  Company's  Common Stock as of March 1, 1999 by (i) each person
who is known by the Company to be the beneficial owner of more than five percent
of the Company's  outstanding  Common Stock,  (ii) each Director of the Company,
(iii) each Named Executive, and (iv) all Directors and executive officers of the
Company as a group. Except as otherwise indicated, the Company believes that the
beneficial owners of the Common Stock listed, based on information  furnished by
such owners,  have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Unless otherwise indicated,
the address of each stockholder is: c/o ProMedCo Management Company,  801 Cherry
Street, Suite 1450, Fort Worth, Texas 76102.
<TABLE>
<CAPTION>


                                                                                       Shares Beneficially
Number and Address                                                                          Owned(1)
of Beneficial Owner                                                                   Number         Percent
<S>                                                                                 <C>              <C>
H. Wayne Posey.................................................................       1,760,721         7.4%
Richard E. Ragsdale(2).........................................................       2,258,640         9.4%
David T. Bailey, M.D...........................................................          54,045         *
Charles J. Buysse, M.D.........................................................           5,797         *
E. Thomas Chaney...............................................................       1,115,180         4.7%
James F. Herd, M.D.............................................................         155,420         *
Jack W. McCaslin...............................................................         378,352         1.6%
Robert D. Smith................................................................         114,250         *
Robert M. Sontheimer...........................................................         346,642         1.5%
Sanjeev K. Merhra(3)...........................................................               -         -
Charles W. McQueary............................................................          87,500         *
Dale K. Edwards................................................................          73,660         *
Deborah A. Johnson.............................................................          17,500         *
Gregory A. Wagoner.............................................................          14,843         *
Wellington Management Company, LLP(4)..........................................       1,965,000         8.5%
T. Rowe Price Associates(5)....................................................       1,586,500         6.9%
The Goldman Sachs Group, Inc.(6)...............................................       1,250,000         5.4%
All Directors and executive officers as a group (14 persons)...................       6,382,556        25.0%
</TABLE>

*    Less than 1%

(1)  Includes  shares issuable upon the exercise of options that are exercisable
     within 60 days of the date of this Proxy Statement.  The shares  underlying
     such options are deemed to be outstanding  for the purpose of computing the
     percentage of outstanding  stock owned by such persons  individually and by
     each group of which they are a member, but are not deemed to be outstanding
     for the purpose of computing the percentage of any other person.
(2)  This amount  includes  15,000  shares  owned by Mr.  Ragsdale's  spouse and
     50,000 shares owned by the Ragsdale  Unified Credit Trust,  as to which Mr.
     Ragsdale disclaims beneficial ownership.
(3)  Mr. Mehra, who is a Managing  Director of Goldman,  Sachs & Co.,  disclaims
     beneficial  ownership of the shares owned by The Goldman Sachs Group,  Inc.
     and its affiliates, except to the extent of his pecuniary interest therein,
     if any.
(4)  Based upon an  amendment  to a Schedule  13G filed with the  Commission  on
     February 11, 2000.  The  stockholder  has sole  investment and voting power
     with  respect to none of such shares,  shared  voting power with respect to
     945,000 of such shares,  and shared investment power with respect to all of
     such shares. The address of Wellington  Management Company, LLP is 75 State
     Street, Boston, Massachusetts 02109.
(5)  Based upon a Schedule  13G filed with the  Commission  on February 3, 2000.
     The stockholder has sole investment and voting power with respect to all of
     such shares.  The address of Dimensional Fund Advisors,  Inc. is 1299 Ocean
     Avenue, 11th Floor, Santa Monica, California 90401.
(6)  Represents  shares owned by certain  investment  partnerships and a limited
     liability company, of which Goldman Sachs or affiliates of Goldman Sachs or
     The Goldman  Sachs  Group,  Inc.  ("GS  Group")  are the  general  partner,
     managing partner, manager or investment manager. Consists of 928,994 shares
     held of record by GS Capital  Partners III,  L.P.,  255,391  shares held of
     record y GS Capital  Partners  III  Offshore  L.P.,  42,888  shares held of
     record by Goldman,  Sachs & Co. Verwaltungs GmbH, and 22,727 shares held of
     record  by Stone  Street  Fund  2000,  L.L.C.  GS Group and  Goldman  Sachs
     disclaim  beneficial  ownership  of the  shares  owned  by  the  investment
     partnerships and the limited liability  company to the extent  attributable
     to partnership or membership  interests  therein held by persons other than
     GS  Group,  Goldman  Sachs  and their  affiliates.  Each of the  investment
     partnerships and the limited liability company shares voting and investment
     power with certain of its respective affiliates. The address of GS Group is
     85 Broad Street, New York, New York 10004.

Item 13.  Certain Relationships and Related Transactions

         In  May  1997,  the  Company  lent  $600,000  to H.  Wayne  Posey,  its
President,  Chief  Executive  Officer and a Director of the  Company.  The loan,
which accrued interest at 6.5% per annum, was repaid in March 1998.

         In August 1998,  the Company  lent $2.0 million to H. Wayne Posey,  its
President,  Chief Executive Officer and a Director of the Company.  Beginning in
August 2003,  the loan will be repaid in annual  installments  of $200,000  plus
accrued  interest of 7.0%,  with the remaining  balance due in August 2008. This
loan is secured by a pledge of warrants, with an exercise price of $1.25, for up
to 620,665 shares of the Company's common stock.

         In June 1999, Jack W. McCaslin, a Director of the Company, exercised an
outstanding  Warrant for 228,504 shares of the Company's  Common Stock which the
Company sold out of treasury.

         In April 1999, David T. Bailey,  M.D., a Director of the Company,  sold
19,402 shares of the Company's Common Stock to the Company.


<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.

                           PROMEDCO MANAGEMENT COMPANY

                             By: /s/ H. WAYNE POSEY
                                 H. Wayne Posey
                       Chairman, President and Chief Executive Officer