UNITED STATES
                 			SECURITIES AND EXCHANGE COMMISSION

                    				Washington, D. C.  20549

                           					FORM 10-Q/A
                                Amendment 1
          
   The purpose of this Amendment is to include the Financial Data Schedule. 

      (Mark One)
	[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended   
                             March 31, 1995         

                               				or

	[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from       
                                              to               

                			Commission file number   1-8038  

                     				KEY ENERGY GROUP, INC.
        		(Exact name of registrant as specified in its charter)


                Maryland                          04-2648081        
      (State or other jurisdiction of         (I.R.S. Employer   
       incorporation or organization)          Identification No.)              

          			255 Livingston Ave., New Brunswick, NJ      08901   
        			(Address of Principal executive offices)    (ZIP Code)

		Registrant's telephone number including area code:  (908)247-4822

 	Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed 	by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 		months
  (or for such shorter period that the registrant was required to
  file such reports), 		and (2) has been subject to such filing
  requirements for the past 90 days. Yes   X   No        

 	Indicate by check mark whether the registrant has filed
  documents and reports required 		to be filed by Section 12, 13
  or 15(d) of  the Securities Exchange Act of 1934 subsequent 	to
  the distribution of securities under a plan confirmed by a court
  since there was a 		distribution of securities under a plan
  confirmed by a court.  Yes   X    No      

 	Common Shares outstanding at April 15, 1995: 6,914,513


  	PART II - OTHER INFORMATION


  	Item 1. Legal Proceedings

       			 None.

	 	Item 2. Changes in Securities

        		 None.

 		Item 3. Defaults Upon Senior Securities.

        		 None.

 		Item 4. Submission of Matters to a Vote of Security Holders.

       			 None

 		Item 6. Exhibits and Reports on Form 8-K.

         		(a) The following exhibit is filed as a part of the Form 10-Q:

		               Number                    Description

           		    11 (a)     		Statement - Computation of per share earnings.
                       							(Filed herewith as part of the Condensed
                       							Consolidated Financial Statements).
                 
           	     27 (a)       Statement - Financial Data Schedule. (Filed
                              herewith as part of the Condensed Consolidated
                              Financial Statements).      

        			(b) There were no reports filed on form 8-K during the
               quarter ended March 31, 1995. 




                              					SIGNATURE


  	Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has	duly caused this report to be
   signed on its behalf by the undersigned thereunto duly	authorized.

						

                                							KEY ENERGY GROUP, INC.     
                                   						   (Registrant)
 


                                   				By /s/ Francis D. John   
                                        	 Francis D. John
                                          President, Chief Executive Officer 
   Dated: June 23, 1995            			    and Chief Financial Officer


                                   				By /s/ Danny R. Evatt    
                                          Danny R. Evatt
 		Dated: June 23, 1995  		          	    Chief Accounting Officer