<PAGE>   1
                                                      REGISTRATION  NO. 333- 

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            MARYLAND                                04-2648081
  (State or other jurisdiction                   (I.R.S. Employer
 of incorporation or organization)              Identification Number)


                          TWO TOWER CENTER, TENTH FLOOR
                        EAST BRUNSWICK, NEW JERSEY 08816
                                 (908) 247-4822
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             KEY ENERGY GROUP, INC.
                               1997 INCENTIVE PLAN
                              (Full Title of Plan)

                                 FRANCIS D. JOHN
                             KEY ENERGY GROUP, INC.
                          TWO TOWER CENTER, TENTH FLOOR
                        EAST BRUNSWICK, NEW JERSEY 08816
                                 (732) 247-4822
 (Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)

                                 With copies to:

        JACK D. LOFTIS, JR.                         SAMUEL N. ALLEN
       KEY ENERGY GROUP, INC.                   PORTER & HEDGES, L.L.P.
    TWO TOWER CENTER, 20TH FLOOR               700 LOUISIANA, SUITE 3500
  EAST BRUNSWICK, NEW JERSEY 08816                HOUSTON, TEXAS 77002
         (732) 247-4822                             (713) 226-0600

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
           TITLE OF                   AMOUNT TO          PROPOSED MAXIMUM             PROPOSED             AMOUNT OF
  SECURITIES TO BE REGISTERED      BE REGISTERED(1)          OFFERING             MAXIMUM AGGREGATE      REGISTRATION
                                                        PRICE PER SHARE(2)        OFFERING PRICE(2)           FEE
-------------------------------  -------------------- -----------------------  -----------------------  ---------------
<S>                              <C>                  <C>                      <C>                      <C>
Common Stock, par value                3,000,000            $ 18.34375               $ 55,031,250         $ 16,235.00
$.10 per share
===============================  ==================== =======================  =======================  ===============
</TABLE>

(1)  Pursuant to Rule 416(a), also registered hereunder is an indeterminate
     number of shares of Common Stock issuable as a result of the anti-dilution
     provisions of the Key Energy Group, Inc. 1997 Incentive Plan ( the "Plan").

(2)  Pursuant to Rule 457(h), the registration fee is calculated on the basis of
     the average of the high and low price per share of Common Stock, as quoted
     on the American Stock Exchange, Inc. on February 17, 1998 and with respect
     to the maximum number of the registrant's securities issuable under the
     Plan.



<PAGE>   2




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Key Energy Group, Inc., a
Maryland corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
(the "Registration Statement") by reference:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1997, as amended;

     (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
          September 30, 1997 and December 31, 1997;

     (c)  the Company's Current Reports on Form 8-K dated June 25, 1997, as
          amended, September 1, 1997, as amended, September 25, 1997, as
          amended, October 1, 1997, as amended, October 9, 1997 and February 2,
          1998; and

     (d)  the description of the Common Stock contained in the Company's Form
          8-A filed on May 27, 1981, and all amendments and reports thereafter
          filed for the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. The Company
will provide, without charge, each participant in each of the Company's 1997
Incentive Plan ( the "Plan"), on written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that a corporation may indemnify any director made a party to any proceeding
against judgments, penalties, fines, settlements and reasonable expenses, unless
it is established that (i) the act or omission of the director was material to
the matter giving rise to the proceeding and was committed in bad faith or was a
result of deliberate dishonesty, (ii) the director actually received an improper
personal benefit or (iii) in a criminal proceeding, the director had reasonable
cause to believe the act or omission was unlawful. A director may not be
indemnified in any proceeding charging improper personal benefit if the director
was adjudged to be liable and, in a derivative action, there shall not be
indemnification if a director has been adjudged liable to the corporation. A
director or officer of a corporation who has been successful in the defense of
any proceeding shall be indemnified against reasonable costs incurred in such
defense. Indemnification may not be made unless authorized pursuant to a
determination that the director has met the requisite standard of conduct.


<PAGE>   3

     Article Seventh of the Key Charter provides that Key shall indemnify (i)
its directors and officers, whether serving Key or at its request any other
entity, to the full extent required or permitted by the MGCL, including the
advance of expenses under the procedures and to the full extent permitted by law
and (ii) other employees and agents to such extent as shall be authorized by the
Board of Directors or Key's By-Laws and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors may take
such action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by the MGCL. Furthermore, no
director or officer of Key shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director or
an officer, except to the extent that exculpation from liability is not
permitted under the MGCL as in effect when such breach occurred. No amendment of
the Key Charter or repeal of any of its provisions shall limit or eliminate the
limitations on liability provided to directors and officers with respect to acts
or omissions occurring prior to such amendment or repeal.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.


         4.1   Key Energy Group, Inc. 1997 Incentive Plan (incorporated by
               reference to Exhibit B to the Company's Proxy Statement on
               Schedule 14A as filed with the Securities and Exchange Commission
               on November 28, 1997)

         5.1   Opinion of Porter & Hedges, L.L.P.

         23.1  Consent of KPMG Peat Marwick LLP

         23.2  Consent of Robinson Burdette Martin & Cowan, L.L.P.

         23.3  Consent of Johnson, Miller & Co.

         23.4  Consent of Chandler & Company, LLP

         23.5  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

         24.1  Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS.

         A.   Undertaking to Update

              The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:

                         (i) To include any prospectus required by section
               10(a)(3) of the Securities Act;





<PAGE>   4

                         (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                         (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in this Registration Statement;

     Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this section
     do not apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act,
     that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

B.   Undertaking With Respect to Documents Incorporated by Reference

     The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

C.   Undertaking With Respect to Indemnification

     Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.



<PAGE>   5




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Key Energy Group, Inc., do hereby constitute and appoint Francis D.
John, our true and lawful attorney and agent, to do any and all acts and things
in our name and on our behalf in our capacities as directors and officers, and
to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorney and agent, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Commission, in
connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorney and agent, shall
do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of East Brunswick, State of New Jersey, on February 20,
1998.


                                       KEY ENERGY GROUP, INC.



                                       By: /s/ FRANCIS D. JOHN
                                          --------------------------------------
                                          Francis D. John,
                                          President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 20, 1998.


       SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----

 /s/ FRANCIS D. JOHN      Director, Chairman of the Board,    February 20, 1998
------------------------  President and Chief Executive 
    Francis D. John       Officer (Principal Executive Officer)
   
                        
 /s/ STEPHEN E. MCGREGOR   Executive Vice President           February 20, 1998
------------------------   and Chief Financial Officer
  Stephen E. McGregor      (Principal Financial and Accounting
                           Officer)
                          
                          

 /s/ WILLIAM D. MANLY      Director                           February 20, 1998
------------------------
    William D. Manly    
                        



<PAGE>   6
     





    /s/ MORTON WOLKOWITZ              Director                February 20, 1998
--------------------------------
       Morton Wolkowitz


   /s/ DAVID J. BREAZZANO             Director                February 20, 1998
--------------------------------
      David J. Breazzano


   /s/ KEVIN P. COLLINS               Director                February 20, 1998
--------------------------------
      Kevin P. Collins



   /s/ W. PHILLIP MARCUM              Director                February 20, 1998
--------------------------------
      W. Phillip Marcum



<PAGE>   7



                                INDEX TO EXHIBITS



   4.1    Key Energy Group, Inc. 1997 Incentive Plan (incorporated by reference
          to Exhibit B to the Company's Proxy Statement on Schedule 14A as filed
          with the Securities and Exchange Commission on November 28, 1997)

   5.1    Opinion of Porter & Hedges, L.L.P.

  23.1    Consent of KPMG Peat Marwick LLP

  23.2    Consent of Robinson Burdette Martin & Cowan, L.L.P.

  23.3    Consent of Johnson, Miller & Co.

  23.4    Consent of Chandler & Company, LLP

  23.5    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

  24.1    Power of Attorney (included on the signature page hereto)
[{"type": "S-8", "sequence": "1", "description": "KEY ENERGY GROUP, INC.", "secsgml_size_bytes": 18029}]
{"company-data": {"conformed-name": "KEY ENERGY GROUP INC", "cik": "0000318996", "assigned-sic": "1381", "irs-number": "042648081", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46733", "film-number": "98547496"}, "business-address": {"street1": "TWO TOWER CTR TWENIETH FL", "city": "EAST BRUNSWICK", "state": "NJ", "zip": "08816", "phone": "9082474822"}, "mail-address": {"street1": "P O BOX 10627", "city": "MIDLAND", "state": "TX", "zip": "79702"}, "former-company": [{"former-conformed-name": "YANKEE COMPANIES INC", "date-changed": "19891012"}, {"former-conformed-name": "YANKEE OIL & GAS INC", "date-changed": "19841122"}]}
1
                                                      REGISTRATION  NO. 333- 

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            MARYLAND                                04-2648081
  (State or other jurisdiction                   (I.R.S. Employer
 of incorporation or organization)              Identification Number)

                          TWO TOWER CENTER, TENTH FLOOR
                        EAST BRUNSWICK, NEW JERSEY 08816
                                 (908) 247-4822
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             KEY ENERGY GROUP, INC.
                               1997 INCENTIVE PLAN
                              (Full Title of Plan)

                                 FRANCIS D. JOHN
                             KEY ENERGY GROUP, INC.
                          TWO TOWER CENTER, TENTH FLOOR
                        EAST BRUNSWICK, NEW JERSEY 08816
                                 (732) 247-4822
 (Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)

                                 With copies to:

        JACK D. LOFTIS, JR.                         SAMUEL N. ALLEN
       KEY ENERGY GROUP, INC.                   PORTER & HEDGES, L.L.P.
    TWO TOWER CENTER, 20TH FLOOR               700 LOUISIANA, SUITE 3500
  EAST BRUNSWICK, NEW JERSEY 08816                HOUSTON, TEXAS 77002
         (732) 247-4822                             (713) 226-0600

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

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
           TITLE OF                   AMOUNT TO          PROPOSED MAXIMUM             PROPOSED             AMOUNT OF
  SECURITIES TO BE REGISTERED      BE REGISTERED(1)          OFFERING             MAXIMUM AGGREGATE      REGISTRATION
                                                        PRICE PER SHARE(2)        OFFERING PRICE(2)           FEE
-------------------------------  -------------------- -----------------------  -----------------------  ---------------
Common Stock, par value                3,000,000            $ 18.34375               $ 55,031,250         $ 16,235.00
$.10 per share
===============================  ==================== =======================  =======================  ===============
(1)  Pursuant to Rule 416(a), also registered hereunder is an indeterminate
     number of shares of Common Stock issuable as a result of the anti-dilution
     provisions of the Key Energy Group, Inc. 1997 Incentive Plan ( the "Plan").

(2)  Pursuant to Rule 457(h), the registration fee is calculated on the basis of
     the average of the high and low price per share of Common Stock, as quoted
     on the American Stock Exchange, Inc. on February 17, 1998 and with respect
     to the maximum number of the registrant's securities issuable under the
     Plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Key Energy Group, Inc., a
Maryland corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
(the "Registration Statement") by reference:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1997, as amended;

     (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
          September 30, 1997 and December 31, 1997;

     (c)  the Company's Current Reports on Form 8-K dated June 25, 1997, as
          amended, September 1, 1997, as amended, September 25, 1997, as
          amended, October 1, 1997, as amended, October 9, 1997 and February 2,
          1998; and

     (d)  the description of the Common Stock contained in the Company's Form
          8-A filed on May 27, 1981, and all amendments and reports thereafter
          filed for the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. The Company
will provide, without charge, each participant in each of the Company's 1997
Incentive Plan ( the "Plan"), on written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that a corporation may indemnify any director made a party to any proceeding
against judgments, penalties, fines, settlements and reasonable expenses, unless
it is established that (i) the act or omission of the director was material to
the matter giving rise to the proceeding and was committed in bad faith or was a
result of deliberate dishonesty, (ii) the director actually received an improper
personal benefit or (iii) in a criminal proceeding, the director had reasonable
cause to believe the act or omission was unlawful. A director may not be
indemnified in any proceeding charging improper personal benefit if the director
was adjudged to be liable and, in a derivative action, there shall not be
indemnification if a director has been adjudged liable to the corporation. A
director or officer of a corporation who has been successful in the defense of
any proceeding shall be indemnified against reasonable costs incurred in such
defense. Indemnification may not be made unless authorized pursuant to a
determination that the director has met the requisite standard of conduct.
3

     Article Seventh of the Key Charter provides that Key shall indemnify (i)
its directors and officers, whether serving Key or at its request any other
entity, to the full extent required or permitted by the MGCL, including the
advance of expenses under the procedures and to the full extent permitted by law
and (ii) other employees and agents to such extent as shall be authorized by the
Board of Directors or Key's By-Laws and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors may take
such action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by the MGCL. Furthermore, no
director or officer of Key shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director or
an officer, except to the extent that exculpation from liability is not
permitted under the MGCL as in effect when such breach occurred. No amendment of
the Key Charter or repeal of any of its provisions shall limit or eliminate the
limitations on liability provided to directors and officers with respect to acts
or omissions occurring prior to such amendment or repeal.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1   Key Energy Group, Inc. 1997 Incentive Plan (incorporated by
               reference to Exhibit B to the Company's Proxy Statement on
               Schedule 14A as filed with the Securities and Exchange Commission
               on November 28, 1997)

         5.1   Opinion of Porter & Hedges, L.L.P.

         23.1  Consent of KPMG Peat Marwick LLP

         23.2  Consent of Robinson Burdette Martin & Cowan, L.L.P.

         23.3  Consent of Johnson, Miller & Co.

         23.4  Consent of Chandler & Company, LLP

         23.5  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

         24.1  Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS.

         A.   Undertaking to Update

              The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:

                         (i) To include any prospectus required by section
               10(a)(3) of the Securities Act;
4

                         (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                         (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in this Registration Statement;

     Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this section
     do not apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act,
     that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

B.   Undertaking With Respect to Documents Incorporated by Reference

     The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

C.   Undertaking With Respect to Indemnification

     Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.
5

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Key Energy Group, Inc., do hereby constitute and appoint Francis D.
John, our true and lawful attorney and agent, to do any and all acts and things
in our name and on our behalf in our capacities as directors and officers, and
to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorney and agent, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Commission, in
connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorney and agent, shall
do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of East Brunswick, State of New Jersey, on February 20,
1998.

                                       KEY ENERGY GROUP, INC.

                                       By: /s/ FRANCIS D. JOHN
                                          --------------------------------------
                                          Francis D. John,
                                          President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 20, 1998.

       SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----

 /s/ FRANCIS D. JOHN      Director, Chairman of the Board,    February 20, 1998
------------------------  President and Chief Executive 
    Francis D. John       Officer (Principal Executive Officer)
   
                        
 /s/ STEPHEN E. MCGREGOR   Executive Vice President           February 20, 1998
------------------------   and Chief Financial Officer
  Stephen E. McGregor      (Principal Financial and Accounting
                           Officer)
                          
                          

 /s/ WILLIAM D. MANLY      Director                           February 20, 1998
------------------------
    William D. Manly
6
     

    /s/ MORTON WOLKOWITZ              Director                February 20, 1998
--------------------------------
       Morton Wolkowitz

   /s/ DAVID J. BREAZZANO             Director                February 20, 1998
--------------------------------
      David J. Breazzano

   /s/ KEVIN P. COLLINS               Director                February 20, 1998
--------------------------------
      Kevin P. Collins

   /s/ W. PHILLIP MARCUM              Director                February 20, 1998
--------------------------------
      W. Phillip Marcum
7

                                INDEX TO EXHIBITS

   4.1    Key Energy Group, Inc. 1997 Incentive Plan (incorporated by reference
          to Exhibit B to the Company's Proxy Statement on Schedule 14A as filed
          with the Securities and Exchange Commission on November 28, 1997)

   5.1    Opinion of Porter & Hedges, L.L.P.

  23.1    Consent of KPMG Peat Marwick LLP

  23.2    Consent of Robinson Burdette Martin & Cowan, L.L.P.

  23.3    Consent of Johnson, Miller & Co.

  23.4    Consent of Chandler & Company, LLP

  23.5    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

  24.1    Power of Attorney (included on the signature page hereto)