File No. 333-44677
                                                                  Rule 424(b)(3)

                             Key Energy Group, Inc.

                 Supplement to Prospectus dated February 6, 1998


SoundShore Partners L.P. as Selling Securityholder is hereby offering for resale
$200,000  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,  Bear
Stearns  Securities  Corp., at a price of $164,860;  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 27, 1998