File No. 333-44677
Rule 424(b)(3)
Key Energy Group, Inc.
Supplement to Prospectus dated February 6, 1998
Heartland Value Plus Fund as Selling Securityholder is hereby offering for
resale $3,000,000 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, ABN
Amro, Inc. at a price of $2,002,500: 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 9, 1998
