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File No. 333-44677
Rule 424(b)(3)
KEY ENERGY GROUP, INC.
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 6, 1998
Lehman Brothers Inc. as Selling Securityholder is hereby offering for
resale $4,675,000 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
Lehman Brothers Inc., at a price of $3,810,125, less a commission of 0.125% to
be paid in connection with such resales. The Company will not receive any of
the proceeds from the resale of the Notes offered hereby.
Lehman Brothers Inc. acted as co-manager in the Company's private
placement of the Notes in September 1997.
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The date of this Prospectus Supplement is April 13, 1998.
