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File No. 333-44677
Rule 424(b)(3)
KEY ENERGY GROUP, INC.
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 6, 1998
Lazard Freres & Co. L.L.C. as Selling Securityholder is hereby offering for
resale $1,800,000 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,
Lazard Freres & Co. L.L.C. at prices determined in negotiated transaction; no
commissions or discounts will be paid in connection with such resales. The
Company will not receive any of the proceeds from the resale of the Notes
offered hereby.
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The date of this Prospectus Supplement is March 13, 1998.
