KEY ENERGY GROUP, INC.                              
255 Livingston Avenue                         
New Brunswick, New Jersey 08901
                                                     




May 15, 1996

Mr. Francis D. John 
33 Penn Oak Trail 
Newtown, PA  18940

Dear Fran:

         The  purpose  of this  letter  is to  confirm  to you
that the Board of Directors  of  Key  Energy  Group,  Inc. 
("Key")  in  March,  1996  agreed,  in recognition  of the
successful  completion of the merger of WellTech, Inc. into Key
and Key's financing with CIT Group-Credit Finance,  Inc., to pay
you a bonus of $300,000 on any date after July 1, 1996 that you
shall request; after July 1, 1996 the unpaid  portion of the
bonus shall bear  interest  at 6% per annum.  In addition,  the
Board of  Directors  has agreed  that Key will pay an 
additional bonus to you of $150,000, at your request, which
amount shall be utilized by you to acquire shares of common
stock of Key.

         Please confirm your agreement to the foregoing by 
countersigning  this letter where  indicated,  whereupon this
letter agreement shall become Amendment No. 2 to your Employment
Agreement dated as of July 1, 1995, as amended.
                                              

Very truly yours,
                                              

Key Energy Group, Inc.
                                             

By: /s/ Van Greenfield
                                                

Co-Chairman of                                                  
the Board of Directors 

Agreed to:
/s/ Francis D. John Francis D. John
Date: 5/15/96