KEY ENERGY GROUP, INC.
Supplement Dated March 12, 1996
to
Proxy Statement - Prospectus Dated March 11, 1996
The table on page 110 of the Proxy Statement - Prospectus showing
ownership of the Key Common Stock and Warrants by the Selling Securityholders is
revised to read as follows:
<TABLE>
<CAPTION>
Key Common Key Common Number of
Stock to be Stock to be Number of Warrants Warrants to be
Name of Owned Prior to Owned After to be Owned Prior to Owned After
Securityholder Re-Offering(1) Re-Offering(2) Re-Offering Re-Offering(2)
<S> <C> <C> <C> <C>
Belmont Capital 2,310,102 -0- 351,438 -0-
Partners II, L.P.
Belmont Fund, 330,012 -0- 50,205 -0-
L.P.
Fidelity Capital 446,381 -0- 67,908 -0-
and Income Fund
</TABLE>
- ----------------
(1) Does not include 469,551 shares of Key Common Stock issuable upon exercise
of the Warrants.
(2) Assumes that the Selling Securityholders sell all of the Key Common Stock
and Warrants and do not acquire additional Key Common Stock and Warrants.
