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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                     KEY ENERGY GROUP, INC. AND SUBSIDIARIES
           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

                       June 30, 1995 and December 31, 1995




1.   Basis of Presentation

The  accompanying  unaudited pro forma  combined  financial  information  of Key
Energy  Group,  Inc.  and  Subsidiaries  ("Key") is presented to reflect (a) the
acquisition of the West Texas assets of WellTech,  Inc.  ("WellTech West Texas")
in August 1994, (b) the  acquisition of certain assets of Clint Hurt Drilling in
April 1995, and (c) the proposed merger of WellTech, Inc. ("WellTech") into Key,
(items (a), (b) and (c) collectively referred to herein as, "the Acquisitions"),
and  (d)   WellTech's   increase  in  ownership  of  Servicios   WellTech   S.A.
("Servicios")  in April 1995 from a 50% to 63%. The unaudited pro forma combined
balance  sheet is presented as if the  acquisition  of WellTech  occurred at the
balance sheet date.  The unaudited pro forma  combined  statements of operations
are presented as if the Acquisitions and the increase of WellTech's ownership in
Servicios each occurred on July 1, 1994.


         Key - Represents  the  consolidated  balance sheet of Key Energy Group,
Inc. and Subsidiaries as of December 31, 1995 and the consolidated statements of
operations of Key Energy Group,  Inc. and  Subsidiaries  for the year ended June
30, 1995 and the six months ended December 31, 1995.


         WellTech, Inc. - Represents the consolidated balance sheet of WellTech,
Inc.  as of November  30,  1995 and the  unaudited  consolidated  statements  of
operations  of  WellTech,  Inc.  for the year  ended June 30,  1995,  (which was
derived by  subtracting  the statement of operations  amounts for the six months
ended June 30, 1994 from the audited  statement  of  operations  amounts for the
year ended December 31, 1994 and adding the statement of operations  amounts for
the six months ended June 30, 1995) and the six months ended  November 30, 1995.
Prior to the merger, WellTech will distribute 205,038 shares of Key Common Stock
to its  directors  as  compensation.  A charge to earnings for the fair value of
such shares will be made to the earnings of WellTech upon such distribution.

         Servicios  WellTech,  S.A. - Represents  the statement of operations of
Servicios  WellTech,  S.A.  for the nine months  ended March 31, 1995 (which was
derived by subtracting the statement of operations  amounts for the three months
ended June 30, 1994 from the audited  statement  of  operations  amounts for the
year ended March 31, 1995).  For the period from July 1, 1994 to March 31, 1995,
WellTech  recorded its  investment  in Servicios  WellTech,  S.A.  utilizing the
equity  method.  Subsequent  to March 31, 1995,  as a result of  increasing  its
ownership  from 50% to 63%,  WellTech  consolidated  the operations of Servicios
WellTech, S.A. in its consolidated statement of operations.

         Clint Hurt  Drilling  - Reflects  the  historical  revenues  and direct
operating  expenses of certain assets of Clint Hurt Drilling for the nine months
ended March 31,  1995.  Subsequent  to March 31,  1995,  the revenues and direct
operating  expenses of Clint Hurt  Drilling  are  included  in the  consolidated
statement of operations of Key.

                                      F-68