SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   _________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




       Date of Report (Date of earliest event reported) December 7, 1998.



                           Key Energy Services, Inc. 
               (Exact Name of Registrant as Specified in Charter)


           Maryland              1-8038                   04-2648081          
(State or Other Jurisdiction  (Commission               (IRS Employer
    of Incorporation)         File Number)            Identification No.)


  Two Tower Center,  20th Floor,  East Brunswick,   New Jersey     08816      
         (Address of Principal Executive Offices)                (Zip Code)


Registrant's Telephone number, including area code: (732) 247-4822


                             Key Energy Group, Inc.
                          ____________________________
          
         (Former Name or Former Address, if Changed Since Last Report)













Item 5.     Other Events

On  December  7,  1998,  the  Registrant   announced  the  implementation  of  a
company-wide  restructuring plan, the terms of which are more fully described in
the Press Release dated December 7, 1998 attached as Exhibit A hereto,  which is
incorporated herein by reference.

In  addition,  on  December  8,  1998,  at the  Registrant's  Annual  Meeting of
Stockholders,  the  Stockholders  ratified a proposal to amend the  Registrant's
Articles of  Incorporation to change the name of the Registrant from "Key Energy
Group, Inc." to "Key Energy Services,  Inc" On December 9, 1998, the Registrant
filed Articles of Amendment with the Secretary of State of the State of Maryland
and this name change became effective.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          Exhibit A         Press Release dated December 7, 1998.




























                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has caused this report to be signed on its behalf by the  undersigned
hereunto duly authorized.

                                                     KEY ENERGY SERVICES, INC.



December 18, 1998                           By: ___________________________
                                                /s/ Francis D. John
                                                Francis D. John
                                                Chairman, President and
                                                Chief Executive Officer



























                                                                    EXHIBIT A
 
For Immediate Release:                                 Contact: Jim Dean
Monday, December 7, 1998                                       (732) 247-4822


                     KEY ENERGY ANNOUNCES RESTRUCTURING AND
               CONSOLIDATION PLAN WITH SIGNIFICANT COST REDUCTIONS
 
EAST  BRUNSWICK,  N.J.,  Dec.  7, 1998 - Key  Energy  Group,  Inc.  (NYSE:  KEG)
announced  today that it has  commenced  the  implementation  of a  company-wide
restructuring  plan to significantly  reduce operating costs. In connection with
the restructuring plan and related  non-recurring costs,  expenses and fees, the
company  expects  that  it will  incur a  one-time,  pretax  charge  of up to an
estimated $15 million,  or $0.82 per basic share,  in the second fiscal  quarter
ending  December 31, 1998. In addition to the $11 million to $12 million of cost
savings and synergies  the company  estimates it has achieved as a result of its
acquisition  of  Dawson  Production  Services,   Inc.,  the  restructuring  plan
announced  today will  result in the  company  ultimately  saving an expected $9
million in additional costs on an annualized basis.

In  addition,  due to poor market  conditions  resulting  from lower oil and gas
prices as well as non-recurring costs and expenses related to the integration of
recent acquisitions, the company estimates that it will incur an operating loss,
not  including the  aforementioned  restructuring  charge,  in the quarter ended
December 31, 1998. The company  currently  estimates the operating loss to be in
the range of $0.12 to $0.15 per basic  share.  Despite  the  expected  operating
loss,  the company's  after-tax  cash flow,  defined as net income plus non-cash
depreciation,  depletion,  and  amortization  charges plus  deferred  income tax
expense, is expected to increase from the first quarter level of $0.80 per share
based on results and activity levels experienced during the quarter to date.

Francis D. John, Chairman, President and Chief Executive Officer stated, "We are
aggressively  cutting  operating and overhead costs in all areas of the company,
including a substantial salary reduction for senior  management.  With depressed
oil  prices  and  with  the  expectation  that  they  will  remain  low  for the
foreseeable  future,  management  has  focused  its  efforts on  maintaining  or
increasing  market share while  reducing cash operating and capital costs at all
levels."  Mr.  John  added,  "Cash flow per share for the quarter is expected to
increase  over  the  previous  quarter  and  previous  year's  quarter,  despite
reporting the expected  operating loss. Our successful  efforts in consolidating
the domestic  onshore well service  business  have  strengthened  our  long-term
viability in this period of uncertainty.  Key has demonstrated its ability to be
a low-cost service provider in all aspects of its business."

Key Energy is the world's  largest well  servicing  firm,  owning  approximately
1,424 well service rigs, 1,121 oilfield trucks and 74 drilling rigs. The company
provides  diversified  energy  operations  including  well  servicing,  contract
drilling and other  oilfield  services and oil and natural gas  production.  The
company has operations in all major onshore oil and gas producing regions of the
continental United States and in Argentina and Canada.