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

                             Key Energy Group, Inc.

                 Supplement to Prospectus dated February 6, 1998





Merrill Lynch Pierce Fenner & Smith,  Inc. as Selling  Securityholder  is hereby
offering  for  resale  $700,000  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, Salomon Smith Barney Inc. and Herzog, Heine, Geduld, Inc. at a price of
$413,000;  no commissions  are 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.






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           The date of this Prospectus Supplement is October 29, 1998.