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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>

         The   ownership   of  the   Securities   to  be  held  by  the  Selling
Securityholders is described below:


<TABLE>
<CAPTION>

                         Key Common
                         Stock Owned           Key Common               Number of             Number of
Name of                  Prior to              Stock Owned              Warrants Owned        Warrants Owned
Securityholder           Offering(1)           After Offering(2)        Prior to Offering     After Offering(2)
<S>                        <C>                   <C>                    <C>                        <C>   

Belmont Capital             516,821                -0-                    351,438                    -0-
Partners II, L.P.
Belmont Fund,                73,831                -0-                     50,205                    -0-
L.P.
Fidelity Capital             99,865                -0-                     67,908                    -0-
and Income Fund
</TABLE>


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(1)      Includes 469,551 shares of Key Common Stock issuable upon exercise of 
         the Warrants.
(2)      Assumes that the Selling Securityholders sell all of the Securities 
         and do not acquire additional Securities.


         The Selling  Securityholders may sell Securities directly to purchasers
as principals or through one or more  underwriters,  brokers,  dealers or agents
from time to time in one or more  transactions  (which  may  involve  crosses or
block  transactions) or (i) on any exchange or in the  over-the-counter  market,
(ii) in  transactions  otherwise  than in the  over-the-counter  market or on an
exchange  or (iii)  through  the writing of options  (whether  such  options are
listed on an options exchange or otherwise) on, or settlement of short sales of,
the  Securities.  Any of such  transactions  may be  effected  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  at varying  prices  determined  at the time of sale or at negotiated or
fixed prices,  in each case as determined by the Selling  Securityholders  or by
agreement between the Selling Securityholders and underwriters,brokers,  dealers
or  agents,  or  purchasers.   If  the  Selling   Securityholders   effect  such
transactions by selling Securities to or through underwriters,  brokers, dealers
or  agents,   such  underwriters,   brokers,   dealers  or  agents  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Securityholders  or commissions  from purchasers of Securities for whom
they  may act as  agent  (which  discounts,  concessions  or  commissions  as to
particular  underwriters,  brokers,  dealers or agents may be in excess of those
customary in the types of transactions  involved).  The Selling  Securityholders
and any brokers,  dealers or agents that  participate in the distribution of the
Securities  may be  deemed  to be  underwriters,  and any  profit on the sale of
Securities by them and any discounts, concessions or commissions received by any
such underwriters,  brokers,  dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.

                                     -110-