8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): February 1, 2001


                           PROMEDCO MANAGEMENT COMPANY
             (Exact name of registrant as specified in its charter)

       Delaware                         0-21373                75-2529809
(State or other jurisdiction          (Commission            (IRS Employer
     of incorporation)                File Number)          Identification No.)

                             801 Cherry Street, Suite 1450 76102
                    (Address of principal executive offices) (Zip code)

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








                                      SIGNATURES

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

                                            PROMEDCO MANAGEMENT COMPANY



                                      By:      /s/ ROBERT D. SMITH
                                        ---------------------------------------
                                                     Robert D. Smith
                                             Senior Vice President-Finance

EX-99

Contact:          Robert D. Smith
                  Senior Vice President and Chief Financial Officer
                  817-335-5035


                       PROMEDCO ANNOUNCES STOCK DELISTING


FORT  WORTH,  Texas  (February  1, 2001) - The Board of  Directors  of  ProMedCo
Management  Company  (Nasdaq/NM:PMCO)  today  announced it has been  notified by
Nasdaq  that,  as a result  of the  failure  of the  Company's  common  stock to
maintain  a  minimum  bid  price of $1.00  for 30  consecutive  trading  days as
required for continued listing,  the common stock will be delisted from Nasdaq's
National Market effective the opening of trading today. The Company  anticipates
that the stock will begin trading on the OTC Bulletin Board.

As the  Company  reported  in its  Quarterly  Report  on Form 10-Q for the three
months ended  September 30, 2000, the Company was not in compliance with certain
of the  financial  covenants of its bank credit  agreement  as of September  30,
2000, and was  negotiating  with its lending banks to obtain an amendment of the
credit  agreement  that would  relax  financial  covenants  and  provide  for an
adequate lending  commitment.  Such  negotiations  are continuing,  but have not
resulted in any agreement  with the banks.  Although the banks have thus far not
exercised their continuing right to declare all amounts outstanding  immediately
due and  payable,  the  Company  has  been  advised  by its  independent  public
accountants that, if the contingency relating to its bank financing has not been
resolved  prior to the  completion  of the audit of the  Company's  consolidated
financial statements for the year ending December 31, 2000, the auditors' report
on  those  consolidated  financial  statements  will  contain  a  going  concern
modification  for  that  contingency.  In  light  of  the  possibility  that  no
satisfactory  agreement will be reached with the banks, the Company has recently
held exploratory  discussions with some of its affiliated medical groups looking
toward the groups' buyout of the Company's  rights under its service  agreements
with the groups.

This press  release  may  contain  "forward-looking  statements"  which are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform  Act of  1995.  The  forward-looking  statements  are  based  on  current
expectations   and  may  be   significantly   impacted  by  certain   risks  and
uncertainties  described  herein and in the Company's Annual Report on Form 10-K
filed with the  Securities  and Exchange  Commission for the year ended December
31, 1999.  There can be no assurance that  statements made in this press release
relating to future events will be achieved.

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.

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