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File No. 333-44677
Rule 424(b)(3)
KEY ENERGY GROUP, INC.
Supplement to Prospectus dated February 6, 1998
Donaldson, Lufkin & Jenrette Securities Corporation as Selling
Securityholder is hereby offering for resale $250,000 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
Donaldson, Lufkin & Jenrette Securities Corporation at prices determined in
negotiated transactions; 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 26, 1998.
