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

                                SIMMONS & COMPANY


Key Energy Group, Inc.
December 29, 1995
Page 3

proposed  transaction  by the current  holders of Key Common  Stock and WellTech
Common  Stock;   (vi)  the  pro  forma  effect  of  the   transaction  on  Key's
capitalization ratios, earnings per share and cash flow per share; and (vii) the
nature and terms of certain other acquisition transactions that Simmons believes
to be relevant.  Simmons has also taken into account its  assessment  of general
economic,  market and financial conditions and its experience in connection with
similar  transactions  and securities'  valuation  generally.  Simmons'  opinion
necessarily is based upon  conditions as they exist and can be evaluated on, and
on the information made available at, the date hereof.  Simmons does not express
any opinion as to the price or range of prices at which the shares of Key Common
Stock will trade subsequent to the consummation of the Proposed Merger.

Simmons is acting as  financial  advisor to the Company in the  transaction  and
will receive a customary fee for its services.

Based  upon  and  subject  to  the  foregoing,  Simmons  is of the  opinion,  as
investment  bankers,  that the  consideration  to be paid by the  Company in the
proposed  transaction is fair, from a financial point of view, to holders of Key
Common Stock.



Ben A. Guill
Managing Director