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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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         This Proxy  Statement--Prospectus  relates to the Agreement and Plan of
Merger,  dated as of November  18,  1995,  as  heretofore  amended  (the "Merger
Agreement"), by and between Key and WellTech, a copy of which is attached hereto
as Annex I, and certain related transactions.  Pursuant to the Merger Agreement,
WellTech  will  merge  with  and  into  Key,  and  Key  will  be  the  surviving
corporation.


         At the Key Special Meeting,  Key stockholders will be asked to consider
and vote upon the  following  proposals  (the "Key  Proposals"):  (i) the Merger
Agreement;  (ii) the restatement and amendment of the Articles of  Incorporation
of Key (the "Key Charter Amendment") to, among other things,  increase the total
number of  authorized  shares of Key Common Stock from  10,000,000 to 25,000,000
and permit the Board to classify and reclassify  unissued shares of Common Stock
into preferred or preference stock,  subject to certain  limitations;  (iii) the
election of a 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 a 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
approval and adoption of the Key Outside Directors Stock Option Plan covering an
aggregate of 300,000 shares of Key Common Stock.

         Each of the Key Proposals will be voted upon  separately by the holders
of Key Common Stock; however,  failure of either the Merger Agreement or the Key
Charter  Amendment  to be  approved by the Key  stockholders  will result in the
abandonment  by Key of the Merger (even if the Merger is  separately  approved).
Moreover,  it is a condition of WellTech's  obligation to consummate  the Merger
that two of its nominees be elected as directors of Key. The proposals  relating
to  the  approval  and  adoption  of  the  Merger  Agreement  and  each  of  the
transactions  contemplated  thereby  and the  approval  and  adoption of the Key
Charter  Amendment  must be  approved  by the holders of a majority of the votes
entitled to be cast by holders of the Key Common Stock. The proposal relating to
the election of the Board of Directors  will be determined by a plurality of the
votes  entitled  to be cast by the  holders of the Key Common  Stock.  All other
proposals  must  be  approved  by the  affirmative  vote  of a  majority  of the
outstanding  Key Common Stock present in person or by proxy and entitled to vote
at the meeting.

         Pursuant to the Merger, Key will issue an aggregate of 4,929,962 shares
of Key Common  Stock and New Key  Warrants to purchase an  aggregate  of 750,000
shares of Key Common Stock at an exercise  price of $6.75 per share,  subject to
certain anti-dilution  provisions. As a condition to consummation of the Merger,
however,  1,429,962 of the 1,635,000  shares of Key Common Stock (the  "Existing
Key Shares") and the existing  five-year  warrants (the "Existing Key Warrants")
to  purchase an  aggregate  of 250,000  shares of Key Common  Stock at $5.00 per
share presently owned by WellTech will be canceled. The remaining 205,038 shares
have been  distributed by WellTech to its directors . Accordingly,  based solely
on the  securities  to be issued to the  WellTech  stockholders  pursuant to the
Merger, such stockholders would own in the aggregate  approximately 47.3% of the
shares of Key Common  Stock before  giving  effect to the exercise of any of the
New Key Warrants (or any other  outstanding  options or warrants).  Assuming the
exercise in their entirety of the New Key Warrants (but not of any other options
or warrants), such holders would own in the aggregate approximately 50.9% of the
shares of Key Common Stock.  (See "Proposals to be Voted upon at the Key Special
Meeting--Item 1: The Merger.)

                                      (ii)