CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4
(Registration No. 333-369) of our report dated September 7, 1993 on our audits
of the consolidated statements of operations, stockholders' equity (deficit) and
cash flows of Key Energy Group, Inc. and Subsidiaries for the seven months ended
June 30 and the five months ended November 30, 1992 and to the reference to our
firm under the heading "Experts" in the proxy statement-prospectus.
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
March 8, 1996