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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-44677
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 $1,000,000 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,
Lazard Freres & Co. L.L.C. at a price of $806,475; 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 April 7, 1998.
