KEY ENERGY GROUP INC
8-K, 1997-10-14
DRILLING OIL & GAS WELLS
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                       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: October 9, 1997


                             KEY ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)




               MARYLAND                1-8038                  04-2648081
(STATE OF INCORPORATION)      (COMMISSION FILE NUMBER)       (IRS EMPLOYER 
                                                            IDENTIFICATION NO.)


                          TWO TOWER CENTER, TENTH FLOOR
                        EAST BRUNSWICK, NEW JERSEY 08816
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  908/247-4822
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                (NOT APPLICABLE)
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)




<PAGE>   2


ITEM 5.           OTHER EVENTS

    On October 9, 1997, David J. Breazzano was appointed to the Board of
Directors of Key Energy Group, Inc. (the "Company"), replacing Van D.
Greenfield. See recent press release attached hereto as Exhibit 99.1.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of Businesses Acquired.

                           None.

         (b)      Pro Forma Financial Information.

                           None.

         (c)      Exhibits.

                  99.1     -   Press Release dated October 10, 1997.


                                    SIGNATURE

         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.

Date:    October 14, 1997                      KEY ENERGY GROUP, INC.



                                               By: /s/ Francis D. John
                                                  ---------------------------
                                                   Francis D. John, President




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                                                                EXHIBIT 99.1


KEY ENERGY GROUP, INC.
_______________________________________________________________________________
NEWS RELEASE

FOR IMMEDIATE RELEASE:                                        CONTACT: JIM DEAN
FRIDAY, OCTOBER 10, 1997                                         (732) 247-4822


             KEY ENERGY ANNOUNCES THE APPOINTMENT OF A NEW DIRECTOR

EAST BRUNSWICK, N.J., Oct. 10, 1997 -- Key Energy Group, Inc. (ASE:KEG)
announced today that David J. Breazzano has been appointed director, replacing
Van D. Greenfield. Mr. Greenfield, a director of the company since 1988,
resigned from that position to pursue other interests.

Mr. Breazzano, who is 41 years old, is one of the three principals at DDJ
Capital Management, LLC, an investment management firm which was established in
1996 and is based in Wellesley, Massachusetts. He has over 17 years of
investment experience and previously served as a Vice President and Portfolio
Manager at Fidelity Investments ("Fidelity") from 1990 to 1996. Prior to
joining Fidelity, Mr. Breazzano was President and Chief Investment Officer of
the T. Rowe Price Recovery Fund. He is currently a director of BioSafe
International, Inc., a publicly-traded company.

Francis D. John, Chairman and Chief Executive Officer, stated, "We are very
pleased to have Dave Breazzano join our board, his in-depth experience in
capital markets and knowledge of the industry will be very helpful in Key
Energy's future development." Mr. John added, "We greatly appreciate Mr.
Greenfield's contribution to the board and management over the years as the
company has evolved as a leader in the well service industry."

Key Energy Group, Inc. is a holding company with diversified energy operations
including well servicing/workover services, contract drilling and oil and
natural gas production. The Company has operations in most major domestic
onshore producing regions and in Argentina.

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