File No. 333-44677
Rule 424(b)(3)
Key Energy Group, Inc.
Supplement to Prospectus dated May 6, 1998
Sage Capital as Selling Securityholder is hereby offering for resale $100,000
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, Morgan Stanley & Co., at
a price of $82,500; 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 May 6, 1998
