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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                          FORM OF ELECTION TO PURCHASE

                    (To Be Executed Upon Exercise of Warrant)


         The  undersigned  holder  hereby  represents  that he, she or it is the
registered holder of this Warrant, and hereby irrevocably elects to exercise the
right,  represented by this Warrant, to receive shares of Common Stock, $.10 par
value, of KEY ENERGY GROUP,  INC., and herewith tenders payment for such shares,
to the  order of KEY  ENERGY  GROUP,  INC.,  the  amount  of  $_____________  in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for  such  shares  be  registered  in the  name of the  undersigned  or  nominee
hereinafter  set forth,  and further that such  certificate  be delivered to the
undersigned  at the  address  hereinafter  set forth or to such other  person or
entity as is hereinafter set forth. If said number of shares is less than all of
the shares of Common Stock purchasable hereunder,  the undersigned requests that
a new Warrant representing the remaining balance of such shares be registered in
the name of the undersigned or nominee  hereinafter set forth,  and further that
such certificate be delivered to the undersigned at the address  hereinafter set
forth or to such other person or entity as is hereinafter set forth.

                           Certificate to be registered as follows:







                           Certificate to be delivered as follows:






Date:_________________________                      
                                                     __________________________
                                                     (Signature  must conform in
                                                     all respects to the name of
                                                     the holder as  specified on
                                                     the  face  of the  Warrant,
                                                     unless  Form of  Assignment
                                                     has been executed)


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