File No. 333-44677
Rule 424(b)(3)
Key Energy Group, Inc.
Supplement to Prospectus dated February 6, 1998
McMahan Securities Co., L.P. as Selling Securityholder is hereby offering for
resale $2,510,000 aggregate principal amount of 5% Convertible Subordinated
Notes due 2004 (the "Notes") of Key Energy Group, Inc., a Maryland corporation
(the "Company"). The Notes are being offered by, and are being sold through,
McMahan Securities Co., L.P. at prices to be determined in negotiated
transactions. The Company will not receive any of the proceeds from the resale
of the Notes offered hereby.
McMahan Securities Co., L.P. acted as co-manager in the Company's private
placement of the Notes in September, 1997.
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The date of this Prospectus Supplement is June 24, 1998
