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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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                               THE SPECIAL MEETING

Matters to Be Discussed at the Special Meeting

         This Proxy  Statement--Prospectus  is being furnished by Key to holders
of shares of Key Common Stock in  connection  with the  solicitation  of proxies
from such stockholders for use at the Key Special Meeting.

         At the  Key  Special  Meeting  or  any  adjournments  or  postponements
thereof,  holders  of shares of Key Common  Stock  will be asked to approve  and
adopt the Key  Proposals,  which  include (i) the  approval  and adoption of the
Merger Agreement and each of the transactions  contemplated  thereby relating to
Key,  including  the merger of WellTech with and into Key; (ii) the approval and
adoption of the Key Charter Amendment which,  among other things,  increases the
total  number of  authorized  shares of Key  Common  Stock  from  10,000,000  to
25,000,000;  (iii)  the  election  of the  Board of  Directors  of six  persons,
including,  assuming the Merger is consummated,  two nominees of WellTech, or if
the Merger is not  consummated,  the  election of the Board of Directors of five
persons not including  any nominees of WellTech;  (iv) the adoption and approval
of the Key 1995 Stock Option Plan  covering an aggregate of 1,150,000  shares of
Key Common Stock; and (v) the adoption and approval of the Key Outside Directors
Stock Option Plan  covering an aggregate of 300,000  shares of Key Common Stock.
Such  stockholders  will also  consider and vote upon such other  matters as may
properly be brought before the Key Special Meeting.

         THE BOARD OF  DIRECTORS  OF KEY HAS  UNANIMOUSLY  APPROVED  THE  MERGER
AGREEMENT AND THE KEY CHARTER  AMENDMENT AND  RECOMMENDS A VOTE FOR APPROVAL AND
ADOPTION OF THE MERGER  AGREEMENT AND THE KEY CHARTER  AMENDMENT AND FOR EACH OF
THE OTHER PROPOSALS BEING SUBMITTED AT THE KEY SPECIAL MEETING.

Record Dates; Stock Entitled to Vote; Quorum


         The Record Date for the determination of shares of those holders of Key
Common Stock  entitled to notice of, and to vote at, the Key Special  Meeting is
March 1, 1996. Only holders of record of shares of Key Common Stock at the close
of  business  on the Record  Date will be entitled to notice of, and to vote at,
the Key Special Meeting or any adjournments or postponements  thereof. As of the
Record Date,  there were 6,913,513  shares of Key Common Stock  outstanding  and
entitled to vote, held by approximately 541 holders of record.


         The presence in person or by proxy of shares representing a majority of
votes  (3,456,756  votes)  entitled  to be cast by holders  of Key Common  Stock
issued and outstanding and entitled to vote as of the Record Date is required to
constitute  a quorum  for the  transaction  of  business  at any  meeting of Key
stockholders. Abstentions and broker non-votes are included in the determination
of the number of shares of Key Common Stock present at the Key Special Meeting.

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