File No. 333-44677
Rule 424(b)(3)
Key Energy Group, Inc.
Supplement to Prospectus dated February 6, 1998
University of South Florida Convertible Fund as Selling Securityholder is hereby
offering for resale $200,000 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 Suntrust Bank, at an aggregate purchase price of $127,500: 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 September 23, 1998
