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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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<TABLE>
<CAPTION>

                                                       Annual Compensation                               Long Term Compensation

                                 Awards                      Payouts
          (a)              (b)          (c)           (d)           (e)             (f)           (g)         (h)           (i)
                                                                                Restricted
       Name and                                                    Other           Stock        Options      LTIP        All Other
       Principal                      Salary         Bonus        Annual          Award(s)       SARs       Payouts       Compen-
       Position         Year            ($)           ($)      Compensation       ($) (1)         (#)          ($)      sation ($)
- --------------------------------  -------------  ------------  ------------    ------------   ----------  -----------   ----------
<S>                    <C>        <C>              <C>              <C>             <C>          <C>          <C>           <C>

Francis D. John         1995       $225,000                          ---             ---           ---         ---           ---
  Chief Executive       1994        215,000
  Officer               1993        200,000          $25,000
C. Ron Laidley          1995        155,000           ---            ---             ---           ---         ---           ---
  Chief Executive       1994        155,000
  Officer of  Yale      1993        155,000
  E. Key
Danny R. Evatt          1995         95,000           ---            ---             ---           ---         ---           ---
  Chief Accounting      1994         93,000
  Officer               1993         93,000
D. Kirk Edwards         1995        125,000           10,000         ---             ---           ---         ---           ---
  Chief Executive       1994        125,000
  Officer of
  Odessa
  Exploration
Max Emmert III          1995        129,000(2)         ---           ---             ---           ---         ---           ---
                        1994        225,000
                        1993        215,000
</TABLE>


(1)     Although restricted stock awards were approved by the Compensation 
        Committee pursuant to Key's Stock Grant Plan, none of the shares have 
        been issued and, upon and subject to approval of the Key 1995 Stock 
        Option Plan at the Key Special Meeting, the Stock Grant Plan
        will be canceled.  See "--Stock Grant Plan" below for information 
        concerning shares reserved for award thereunder.

(2)     Mr. Emmert retired from his position as an executive officer of Key as 
        of February 1, 1995.  Amount in column (c) represents salary paid to 
        Mr. Emmert from July 1, 1994 to January 31, 1995.

         For  information  concerning  employment  agreements  entered into with
Messrs.  John,  Laidley,  and Evatt  effective July 1, 1995,  see  "--Employment
Agreements with Executive Officers" below.

         Stock Grant Plan. On September 27, 1993, a Stock Grant Plan (the "Grant
Plan") was adopted by the Board,  subject to the approval of Key's stockholders,
which  approval  was  obtained on July 25,  1994.  The Grant Plan  authorizes  a
Compensation  and Stock Grant Plan Committee of the Board (the  "Committee")  to
recommend to the Board the award of up to 600,000  shares of Key Common Stock to
key employees  between  October 15, 1993 and December 31, 2003.  Under the Grant
Plan, a specified  number of shares of Key Common  Stock have been  reserved for
grant to each of six executive officers and a specified number has been reserved
for grant to non-executive  officers of Key's  subsidiaries as a group. Upon and
subject to approval of the Key 1995 Stock Option Plan described below by the Key
stockholders  at the Key Special  Meeting,  the Grant Plan will be canceled  and
will be replaced  in its  entirety by the 1995 Stock  Option  Plan.  See "--1995
Stock Option Plan" below.

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