SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Flynt Jim D

(Last)

(First)

(Middle)

6 DESTA DRIVE, SUITE 4400

(Street)

MIDLAND

79705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2005

3. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Western Region

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽¹⁾⁽²⁾	07/01/2001	05/05/2009	Common	16,667	$3	D
Employee Stock Option (right to buy)⁽¹⁾⁽³⁾	12/01/2000	12/01/2009	Common	20,000	$5	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁴⁾	04/18/2000	04/18/2010	Common	50,000	$8.5	D
Employee Stock Option (right to buy)⁽⁵⁾⁽⁶⁾	07/01/2001	12/11/2010	Common	35,000	$8.25	D
Employee Stock Option (right to buy)⁽⁵⁾⁽⁷⁾	07/01/2002	10/16/2011	Common	25,000	$8	D
Employee Stock Option (right to buy)⁽¹⁾⁽⁸⁾	05/07/2004	07/18/2013	Common	50,000	$10.22	D

Explanation of Responses:

1. Stock options granted under the Key Energy Group, Inc. 1997 Incentive Plan.

2. These stock options represent remaining vested and unexercised options from a total of 50,000 options granted on 05/05/09. These options vest and are exercisable as follows: (i) 8,333 on 07/01/01 and (ii) 8,334 on 07/01/02.

3. These options vest are are exercisable as follows: (i) 6,667 on 12/01/00; (ii) 6,667 on 12/01/01: and (iii) 6,666 on 12/01/02.

4. These options vest and are exercisable as follows: (i) 12,500 on 04/18/00 provided the stock price reaches $13; (ii) 12,500 on 04/18/01 provided the stock price reaches $15; (iii) 12,500 provided the stock reaches $17; (iv) 12,500 on 04/18/03 provided the stock reaches $20.

5. Stock options granted outside the Key Energy Group, Inc. 1997 Incentive Plan.

6. These stock options vest and are exercisable as follows: (i) 11,666 on 07/01/01; (ii) 11,667 on 07/01/02; and (iii) 11,667 on 07/01/03.

7. These stock options vest and are exercisable as follows: (i) 8,333 on 07/01/02; (ii) 8,333 on 07/01/03; and 8,334 on 07/01/04.

8. These stock options vest and are exercisable as follows: (i) 16,666 on 05/07/04; (ii) 16,667 on 05/07/05; and (iii) 16,667 on 05/07/06.

Remarks:

Exhibit List: Exhibit 24 - Power of AttorneyThe reporting person ceased insider status in October 2004 and retained insider status on January 24, 2005. No Exit Form 4 report was filed to disclose the change in insider status in 2004. However, there were no trades by the reporting person between October 2004 and January 24, 2005.

	Jim D. Flynt	02/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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