KEY ENERGY GROUP INC
424B3, 1999-01-14
DRILLING OIL & GAS WELLS
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                            Key Energy Services, Inc.

                 Supplement to Prospectus dated February 6, 1998





Lehman  Brothers Inc. as Selling  Securityholder  is hereby  offering for resale
$1,665,000  aggregate principal amount of 5% Convertible  Subordinated Notes due
2004 (the "Notes") of Key Energy  Services,  Inc., a Maryland  Corporation  (the
"Company").  The Notes are being offered by, and are being sold through,  Lehman
Brothers Inc. at various  prices;  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.

Lehman Brothers Inc. acted as co-manager in the Company's  private  placement of
the Notes in  September,  1997 and as a lender and arranger  under a Bridge Loan
Agreement  dated as of  September  14,  1998 by and  among the  Company,  Lehman
Brothers  Inc., as Arranger,  Lehman  Commercial  Paper Inc., as  Administrative
Agent, and certain other parties.
















                             _______________________

           The date of this Prospectus Supplement is January 14, 1999.





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