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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-24497
PROSPECTUS SUPPLEMENT
KEY ENERGY GROUP, INC.
$500,000
7% CONVERTIBLE SUBORDINATED DEBENTURES
Lazard Freres & Co. L.L.C. as Selling Securityholders are hereby
offering for sale $500,000 aggregate principal amount of 7% Convertible
Subordinated Debentures due 2003 (the "Debentures") of Key Energy Group, Inc.,
a Maryland corporation (the "Company"). The Debentures are offered by, and are
being sold through, Lazard Freres & Co. L.L.C. at a price of $169,326.50; no
commissions or discounts will be paid in connection with such sale. The Company
will not receive any of the proceeds from the sale of the Debentures offered
hereby.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is November 3, 1997.
