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[PORTER & HEDGES, L.L.P.]
June 6, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Sean J. Klein
Re: Key Energy Group, Inc.: Registration Statement on Form S-3
(No. 333-24497)
Registration Statement on Form 8-A
(No. 001-0838)
Ladies and Gentlemen:
On behalf of Key Energy Group, Inc. (the "Company), the undersigned
respectfully requests that the captioned registration statement on Form 8-A
withdrawn effective immediately. Attached hereto for filing is a registration
statement on Form 8-A for filing under Section 12(g) of the Exchange Act of
1934.
The Company hereby requests that the effective date of the registration
statement on Form S-3 and the registration statement on Form 8-A be accelerated
to 4:30 p.m. on June 6, 1997.
Should the Staff have any questions, please feel free to contact the
undersigned at (713) 226-0646.
Very truly yours,
/s/ AMANDA K. MAKI
Amanda K. Maki
