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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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                        Report of Independent Accountants



To The Board of Directors
Key Energy Group, Inc.

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity  (deficit)  and cash flows of Key Energy  Group,  Inc. and
Subsidiaries  for the seven months ended June 30, 1993 and the five months ended
November 30, 1992.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As  discussed in Notes 1 and 3 to the  consolidated  financial  statements,  the
Company  emerged from  bankruptcy on December 4, 1992.  The  reorganization  was
accounted  for as of November 30, 1992,  at which time Key adopted  "fresh start
reporting". As a result, the Company's consolidated financial statements for the
seven  months  ended June 30,  1993  representing  the  consolidated  results of
operation  of the  reorganized  entity  are  not  comparable  to  the  Company's
consolidated financial statements for the five months ended November 30, 1992.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated results of operations and cash flows of
Key Energy Group, Inc. and Subsidiaries for the seven months ended June 30, 1993
and the five  months  ended  November  30,  1992 in  conformity  with  generally
accepted accounting principles.



                                        Coopers & Lybrand

Dallas, Texas
September 7, 1993




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