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SC 13G
GOLDMAN SACHS GROUP INC filed this Form SC 13G on 02/07/2018
Entire Document
 

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. _)*




                           KEY ENERGY SERVICES, INC.                            
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    49309J103
                  --------------------------------------------
                                 (CUSIP Number)


                                December 31, 2017
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, 
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                                Page 1 of 11  
                                

<PAGE>

-----------------------
  CUSIP No. 49309J103                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          THE GOLDMAN SACHS GROUP, INC.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                                1,038,308
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                              
                              1,038,308
------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


                              1,038,308
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.2 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 11  

<PAGE>

-----------------------
  CUSIP No. 49309J103                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GOLDMAN SACHS & CO. LLC
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,038,308
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                                1,038,308

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

                                1,038,308

           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.2 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-OO-IA

------------------------------------------------------------------------------



                                Page 3 of 11  
  

<PAGE>

Item 1(a).         Name of Issuer:
                   KEY ENERGY SERVICES, INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   1301 MCKINNEY STREET, SUITE 1800               
                   HOUSTON, TX 
                   77010
                   
                   
Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC. 
                   GOLDMAN SACHS & CO. LLC 

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   
                   The Goldman Sachs Group, Inc.
                   200 West Street
                   New York, NY 10282

                   Goldman Sachs & Co. LLC
                   200 West Street
                   New York, NY 10282

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN SACHS & CO. LLC - New York

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.01 par value

Item 2(e).         CUSIP Number:
                   49309J103

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman Sachs & Co. LLC

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                              Goldman Sachs & Co. LLC

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);
          
          (j).[_]  A non-U.S. institution in accordance with 
                   Rule 13d-1(b)(1)(ii)(J);

          (k).[_]  A group, in accordance with Rule 13d-1(b)(1)(ii)
                   (A) through (K).

	   If filing as a non-U.S. institution in accordance with Rule
	   13d-1(b)(1)(ii)(J), please specify the type of institution:


                               
                               Page 4 of 11  

<PAGE>
Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

                   Clients  of  the  Reporting  Person(s) have or  may have the
                   right  to  receive or  the power  to  direct the  receipt of
                   dividends from, or the proceeds from the sale of, securities
                   held  in their accounts. Clients known to have such right or
                   power  with   respect  to  more  than 5%  of  the  class  of
                   securities to which this report relates are:
                   NONE

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction 
                   having that purpose or effect, other than activities solely 
                   in connection with a nomination under Section 240.14a-11.

                                  
                            --------------------------
    
 *In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.


    

                               Page 5 of 11  

<PAGE>

                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 7, 2018

             THE GOLDMAN SACHS GROUP, INC.
                                
             By:/s/  Abdul Khayum
              ----------------------------------------
             Name:   Abdul Khayum
             Title:  Attorney-in-fact

             GOLDMAN SACHS & CO. LLC
                                
             By:/s/  Abdul Khayum
              ----------------------------------------
             Name:   Abdul Khayum
             Title:  Attorney-in-fact

                                

                               Page 6 of 11  

<PAGE>

                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to 
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to 
                GOLDMAN SACHS & CO. LLC
                               
                               Page 7 of 11  


<PAGE>
                                                                  EXHIBIT (99.1)
                                
                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $0.01 par value, of KEY ENERGY SERVICES, INC. 
and further agree to the filing of this agreement  as an Exhibit thereto. 
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 7, 2018

             THE GOLDMAN SACHS GROUP, INC.
                                
             By:/s/  Abdul Khayum
              ----------------------------------------
             Name:   Abdul Khayum
             Title:  Attorney-in-fact

             GOLDMAN SACHS & CO. LLC
                                
             By:/s/  Abdul Khayum
              ----------------------------------------
             Name:   Abdul Khayum
             Title:  Attorney-in-fact

                               
                               Page 8 of 11  


<PAGE>
                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

    The  securities   being   reported  on  by  The  Goldman  Sachs Group,  Inc.
("GS Group"), as  a parent  holding  company, are owned, or may be  deemed to be
beneficially  owned, by  Goldman Sachs & Co. LLC  ("Goldman  Sachs"), a broker 
or dealer  registered  under  Section  15 of  the  Act and an investment adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940. Goldman
Sachs is a subsidiary of GS Group.

                               Page 9 of 11  

<PAGE>
                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas, acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
Act), which may be required of the Company with respect to securities which
may be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each side Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said Attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.

THE GOLDMAN SACHS GROUP, INC.

By: /s/  Gregory K. Palm
____________________________
Name:  Gregory K. Palm
Title: Executive Vice President and 
       General Counsel and Secretary of the Corporation


                               Page 10 of 11  


<PAGE>
                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does 
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to 
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be 
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the 
Securities Exchange Act of 1934, (as amended, the Act), which may be required of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said 
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. 


THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.


This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.


This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.


IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.


GOLDMAN SACHS & CO. LLC

By: /s/  Gregory K. Palm
____________________________
Name:  Gregory K. Palm
Title: Executive Vice President and
       General Counsel and Secretary of the Corporation


                               Page 11 of 11