Exhibit 1.1

                             Key Energy Group, Inc.
                              255 Livingston Avenue
                         New Brunswick, New Jersey 08901


                                                        As of March 21, 1996

WellTech, Inc.
3535 Briarpark, Suite 200
Houston, Texas  77042

Re:      Modification of Agreement and Plan of Merger

Ladies and Gentlemen:

         Reference is hereby made to the  Agreement  and Plan of
Merger  between Key Energy Group, Inc. ("Key") and WellTech,  Inc. (the
"Company"),  dated as of November 18, 1995,  as amended by Amendment 
No. 1, dated as of January 18, 1996, and as further amended by 
Amendment  No. 2, dated as of February 29, 1996 (the "Agreement").  
Unless otherwise stated herein,  capitalized terms shall have the
meaning given to them in the Agreement.

         The  purpose of this letter  agreement  is to modify
the  Agreement  as follows:

         1. Section 2.1(d) is amended by  substituting  the
phrase  "closing Key share price on the day before the  Closing"  
for the phrase "Key Share Price" in the fifth line thereof.

         2. Key and the  Company  agree  that  there  shall  be
no  third  party designated  as an  "Exchange  Agent"  under  
Section 2.2 of the Agreement.  All references to an "Exchange  Agent" 
and "Exchange  Fund" and provisions  relating thereto in the 
Agreement are hereby deleted.

         3. Section 2.2(a) is hereby deleted in its entirety.

         4. At the  Closing,  the  Company  shall  surrender 
and deliver to Key Certificates evidencing the number of Company 
Shares held by the shareholders of the  Company,  and upon  receipt  
of each  Certificate,  Key shall  deliver the Exchange Merger 
Consideration in accordance with Section 2.1(a) to the holder of such 
Certificate, it being understood,  however, that the failure of the Company
to deliver a certificate  shall not delay the Closing.  In no event shall Key be
required to deliver Exchange Merger  Consideration to a holder of 
Company Shares until such holder surrenders his Certificate(s) to Key.


WellTech, Inc.
As of March 21, 1996
Page 2

         5.  Except as set  forth in this  letter  agreement, the  exchange
of Certificates  for the Exchange  Merger  Consideration  shall be 
effectuated in accordance  with the  Agreement  and the Agreement is 
ratified and confirmed and remains in full force and effect.

         By  executing a copy of this letter and  returning  it to Key, 
you will confirm our mutual understanding and agreement set forth above.

                                       Very truly yours,



                                       KEY ENERGY GROUP, INC.


                                       By: ____________________

                                            Francis D. John
                                            President


Accepted and agreed to as of the date first written above.

WELLTECH, INC.


By: ________________________