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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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                             KEY ENERGY GROUP, INC.
                            NOTICE OF SPECIAL MEETING
                  IN LIEU OF THE ANNUAL MEETING OF STOCKHOLDERS


                          To Be Held On March 26, 1996


TO THE STOCKHOLDERS OF KEY ENERGY GROUP, INC.:


         NOTICE IS HEREBY  GIVEN  that a Special  Meeting  in Lieu of the Annual
Meeting of Stockholders  (the "Key Special  Meeting") of Key Energy Group,  Inc.
("Key") will be held on March 26, 1996 at 11:00 a.m.,  local time,  at the Hyatt
Regency,  Two Albany  Street,  New  Brunswick,  New  Jersey,  for the purpose of
considering  and  voting  upon the  following  matters  (collectively,  the "Key
Proposals"):


         o A proposal  to approve  and adopt the  Agreement  and Plan of Merger,
dated as of November 18, 1995, as heretofore  amended (the "Merger  Agreement"),
by and between Key and WellTech, Inc. ("WellTech"), and each of the transactions
contemplated  thereby,  including the merger (the "Merger") of WellTech with and
into Key, upon the terms and subject to the  conditions  set forth in the Merger
Agreement,    as   more   fully    described   in   the    accompanying    Proxy
Statement--Prospectus.  A copy of the Merger Agreement is attached as Annex I to
the accompanying Proxy  Statement--Prospectus  and certain related documents are
attached as exhibits thereto;

         o A proposal  to approve  and adopt an  amendment  to the  Articles  of
Incorporation  of Key amending and restating  those  Articles in their  entirety
(the "Key Charter  Amendment"),  including,  among other things, to increase the
total number of authorized shares of Common Stock, par value $.10 per share (the
"Key Common  Stock"),  from  10,000,000  to  25,000,000  and permit the Board to
classify and  reclassify  unissued  shares of capital  stock  subject to certain
limitations;

         o  Assuming  the  Merger is  consummated,  the  election  of a Board of
Directors,   including,   two  nominees  of  WellTech;  if  the  Merger  is  not
consummated,  the election of a Board of Directors not including any nominees of
WellTech;

         o The adoption and approval of the Key 1995 Stock Option Plan  covering
an aggregate of 1,150,000 shares of Key Common Stock;

         o The adoption and approval of the Key Outside  Directors  Stock Option
Plan covering an aggregate of 300,000 shares of Key Common Stock; and

         o Such other  business  as may  properly  come  before the Key  Special
Meeting or any adjournments or postponements thereof.


         The Key Board of Directors  has fixed the close of business on March 1,
1996 as the record date for the determination of stockholders entitled to notice
of and to vote at the Key Special Meeting and any  adjournments or postponements
thereof.  Only  stockholders of record at the close of business on such date are
entitled to notice of and to vote at such  meeting.  A list of Key  stockholders
entitled to vote at the Key Special Meeting or any adjournments or postponements
thereof will be available  for  examination  for any purpose  germane to the Key
Special  Meeting,  for ten days prior to the Key Special Meeting during ordinary
business  hours,  at the  principal  executive  offices  of Key  located  at 255
Livingston Avenue, New Brunswick, New Jersey.