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

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities  Litigation  Reform Act of 1995. Key desires to take advantage of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. Statements made herein and in documents  incorporated herein by reference,
other than statements of historical fact, are "forward-looking  statements." Key
wishes to caution  prospective  purchasers that the following important factors,
among  others,  may have  affected  and could in the future  affect Key's actual
results and could cause Key's actual  results for  subsequent  periods to differ
materially from those expressed in any forward- looking  statement made by or on
behalf of Key:

   -Occurrences  affecting  the need for,  timing  and  extent of Key's  capital
    expenditures  or affecting  Key's  ability to obtain funds from  operations,
    borrowings or investments to finance needed capital expenditures;

    -Key's  ability  successfully  to identify  and finance oil and gas property
     acquisitions  and its  ability  successfully  to operate  existing  and any
     subsequently acquired properties;

    -The  availability  of  adequate  funds under the New  Indebtedness  to fund
     operations for the foreseeable future, or if such funds are inadequate, the
     ability  of Key  to  obtain  new or  additional  financing  or to  generate
     adequate funds from operations;

    -Key's ability to enter into and retain  profitable oil field  servicing and
     drilling  contracts  with  customers  which make timely  payments  for such

    -The demand for oil field services,  drilling  services and for oil and gas,
     and the supply of and demand for drilling and servicing  rigs, all of which
     are subject to fluctuations which could adversely affect Key's operations;

    -The  amount  and  rate  of  growth  in  Key's  general  and  administrative
     expenses,   including,  but  not  limited  to,  the  costs  of  integrating
     WellTech's operations into Key assuming consummation of the Merger;

    -The effect of changes in regulations,  including environmental  regulations
     with which Key must comply, the cost of such compliance and the potentially
     material adverse effects if Key were not in substantial  compliance  either
     currently or in the future;

    -Key's  relationship  with its employees and the potential adverse effect if
     labor disputes or grievances were to occur;

    -The  costs  and  other  effects  of  legal  and  administrative  cases  and
     proceedings and/or settlements,  including but not limited to environmental
     and workers compensation cases;

    -The effect of changes in  accounting  policies and  practices or of changes
     in Key's  organization,  compensation  and benefit plans,  or of changes in
     Key's material agreements or understandings with third parties.

         In addition,  prospective purchasers should consider the following risk