AS FILED WITH THE As filed with the Securities and Exchange Commission on April 3, 2017
RegistrationNo. 333-216474
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2003

REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
Washington, D.C. 20549

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AMENDMENT NO. 2
TO
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEY ENERGY SERVICES, INC.

Co-registrants are listed on the following pages.

(Exact
(Exact name of registrant as specified in its charter)

MARYLAND 1381 04-2648081

(State or other jurisdiction (Primary Standard (I.R.S. Employer

of incorporation or Industrial Classification Identification No.)

organization) Code Number)

6 DESTA DRIVE

MIDLAND, TEXAS 79705

(915) 620-0300

(Address,
Delaware 04-2648081
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification Number)
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(713)651-4300
(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)

FRANCIS D. JOHN

400 SOUTH RIVER ROAD

NEW HOPE, PENNSYLVANIA 18938

(215) 862-7900

(Name,
Katherine I. Hargis
Vice President, Chief Legal Officer and Secretary
Key Energy Services, Inc.
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(713)651-4300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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COPIES TO:

JACK D. LOFTIS, JR. SAMUEL N. ALLEN

KEY ENERGY SERVICES, INC. PORTER
Copy to:
Alison S. Ressler
Patrick S. Brown
Sullivan & HEDGES, L.L.P.

400 SOUTH RIVER ROAD 700 LOUISIANA, 35TH FLOOR

NEW HOPE, PENNSYLVANIA 18938 HOUSTON, TEXAS 77002

(215) 862-7900 (713) 226-0600

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as

practicableCromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067
(310)712-6600
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/

☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ____________________

☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ____________________

☐
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,

please462(e) under the Securities Act, check the following box. / /

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF

SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(3)

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

Debt Securities(2)......................

Common Stock, par value $.10 per share..

Preferred Stock(2)......................

Warrants(2).............................

Guarantees of Debt Securities(4)........

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

Total.............................. $ 500,000,000 $ 46,000

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

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(1) Estimated solely for the purpose☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of calculating the registration feesecurities pursuant to Rule 457(o). 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐
The aggregate initial offering priceregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of all

securities issued from time to timethe Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to this Registration Statement

will not exceed $500,000,000 or the equivalent thereof in foreign

currencies, foreign currency units or composite currencies.

(2) There are being registered hereunder an indeterminate principal amount of

Debt Securities, an indeterminate number of shares of Common Stock and

Preferred Stock and an indeterminate number of Warrants, including Debt

Securities, Common Stock, Preferred Stock and Warrants issuable on

conversion, redemption, repurchase, exchange or exercise of the Debt

Securities, Preferred Stock or Warrants registered hereunder or pursuant to

any applicable antidilution provisions. If any Debt Securities are issued

at an original issue discount, then the principal amount of such Debt

Securities being registered hereunder shall be such principal amount as

shall result in an aggregate initial offering price of up to $500,000,000.

(3) Pursuant to Rule 429, this Registration Statement contains a combined

prospectus that relates to the Registrant's Common Stock, Debt Securities,

Preferred Stock and Warrants registered on Registration Statement No.

333-67665 on Form S-3 previously filed by the Registrant on November 20,

1998 (the "Earlier Registration Statement") pursuant to which $75,522,467

remains to be issued. Fees totaling $20,439 covering the previously

registered securities were paid by the Registrant upon filing the Earlier

Registration Statement and, pursuant to Rule 457(p), will be used to offset

the registration fees for this registration statement.

(4) Pursuant to Rule 457(n), no separate fee for the guarantees is payable.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES

AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE

A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT

SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE

SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONsaid Section 8(a), MAY DETERMINE.

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TABLE OF ADDITIONAL REGISTRANTS

UNDER REGISTRATION STATEMENT ON FORM S-3

The following subsidiaries of Key Energy Services, Inc. are co-registrants

under this Registration Statement for the purpose of providing guarantees, if

any, of payments on debt securities registered hereunder:

JURISDICTION OF I.R.S.

NAME INCORPORATION IDENTIFICATION

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

AES Acquisition, L.P. Texas 76-0684876

Brooks Well Servicing Beneficial, L.P. Texas 46-0473384

Brooks Well Servicing, Inc. Delaware 75-2739749

Brooks Well Servicing, LLC Delaware 48-1253652

Dawson Production Acquisition Corp. Delaware 52-2022906

Dawson Production Management, Inc. Delaware 76-0525388

Dawson Production Partners, L.P. Delaware 76-0525389

Dawson Production Taylor, Inc. Delaware 52-2045563

Kalkaska Oilfield Services, Inc. Michigan 38-3083604

Key Energy Drilling Beneficial, L.P. Texas 46-0473380

Key Energy Drilling, Inc. Delaware 22-3363468

Key Energy Drilling, LLC Delaware 43-1955835

Key Energy Services - California, Inc. Delaware 22-3617958

Key Energy Services - South Texas, Inc. Delaware 22-3594553

Key Four Corners, Inc. Delaware 22-3530274

Key Rocky Mountain, Inc. Delaware 22-3530272

Misr Key Energy Services, LLC Delaware 42-1537527

Odessa Exploration Incorporated Delaware 06-1377021

Q Energy Services, L.L.C. Delaware 51-0414081

Q Oil & Gas Services, LLC Texas 76-0693508

Q Production Services, L.P. Texas 76-0678192

Q Services, Inc. Texas 76-0550630

Q.V. Services, Inc. Texas 76-0472475

Q.V. Services, LLC Delaware 33-1039536

Q.V. Services Beneficial, L.P. Texas 14-1866909

Q.V. Services of Texas, L.P. Texas 76-0516897

Quality Oil Field Services, L.P. Texas 75-2562835

Quality Tubular Services, L.P. Texas 76-0399390

Unitrak Services Holding, Inc. Texas 01-0728555

Unitrak Services, L.P. Texas 01-0728561

Unitrak Services, LLC Delaware 30-0092733

Watson Oilfield Service & Supply, Inc. Delaware 22-3582713

Well-Co Oil Service, Inc. Nevada 75-2513771

WellTech Eastern, Inc. Delaware 38-3283245

WellTech Mid-Continent Beneficial, LP Texas 46-0473376

WellTech Mid-Continent, Inc. Delaware 73-1532154

WellTech Mid-Continent, LLC Delaware 71-0874911

Yale E. Key Beneficial, LP Texas 46-0473368

Yale E. Key, Inc. Texas 75-1074929

Yale E. Key, LLC Delaware 71-0874913

SUBJECT TO COMPLETION, DATED JANUARY 31, 2003

may determine.
The information in this prospectus is not complete and may be changed. WeThe selling stockholders may not offersell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell, these securities and we areit is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 3, 2017
PROSPECTUS

[ KEY LOGO ]

$500,000,000

KEY ENERGY SERVICES, INC.

Common Stock

Debt Securities

Preferred Stock

Warrants

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We may offer and sell
6,084,637 Shares
COMMON STOCK
This prospectus relates to the resale from time to time:

-time of up to 6,084,637 shares of common stock;

- debt securities;

- preferred stock; and

- warrants.

We will provide specific termsstock (which we refer to as the “shares”) of Key Energy Services, Inc. by the securities and each offering in a

supplement to this prospectus. The prospectus supplement also may add, update or

change informationselling stockholders identified in this prospectus. We will not receive any proceeds from the sale of the shares. You should read this prospectus and any applicable prospectus supplement before you invest.
The selling stockholders identified in this prospectus will pay any underwriting discounts and commissions and transfer taxes incurred by them in disposing of the shares, as well as the fees and expenses of their counsel exceeding a predetermined dollar amount. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus.
The selling stockholders identified in this prospectus, or their pledgees, donees, assignees, transferees or othersuccessors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
Our common stock is listed and traded on the New York Stock Exchange, or NYSE, under the symbol "KEG."

PLEASE READ AND CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE“KEG.” On March 31, 2017, the closing sale price of our common stock on the NYSE was $23.22 per share. You are urged to obtain current market quotations for our common stock.
Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 3 IN

THIS PROSPECTUS.

and any risk factors included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase our common stock.
Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined thatpassed upon the adequacy or accuracy of this prospectus is accurate or complete.prospectus. Any representation to the contrary is a criminal offense.

This
The date of this prospectus is dated ____________, 2003.

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR

PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED

ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN

OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT

PERMITTED.

, 2017.
TABLE OF CONTENTS

SECTION PAGE

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

About This Prospectus..................................................1

Key Energy Services, Inc...............................................1

Risk Factors...........................................................3

Forward-Looking Statements.............................................7

Where You Can Find More Information....................................8

Use of Proceeds.......................................................10

Ratio of Earnings to Fixed Charges....................................10

Description of Debt Securities........................................11

Description of Capital Stock..........................................17

Description of Warrants...............................................18

Plan of Distribution..................................................19

Legal Matters.........................................................20

Experts...............................................................21

Page
ABOUT THIS PROSPECTUS 1
ABOUT KEY ENERGY SERVICES, INC. 2
RISK FACTORS 3
FORWARD-LOOKING STATEMENTS 4
USE OF PROCEEDS 6
SELLING STOCKHOLDERS 7
PLAN OF DISTRIBUTION 10
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S. HOLDERS OF SHARES 12
VALIDITY OF THE SECURITIES 14
EXPERTS 14
WHERE YOU CAN FIND MORE INFORMATION 14
INCORPORATION BY REFERENCE 14

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission under(the “SEC”) utilizing a "shelf"“shelf” registration process. UsingUnder this shelf registration process, wethe selling stockholders may offer the securities this prospectus describes in one

or more offerings with a total initial offering pricesell shares of up to $500,000,000.our common stock. This prospectus provides you with a general description of the securities wethe selling stockholders may offer. Each timeDepending on the manner in which the selling stockholders sell securities under this shelf registration statement, we use this prospectus to offer securities, we willmay provide a prospectus supplement and, if applicable, a pricing supplement. The prospectus

supplement and any pricing supplementthat will describecontain specific information about the specific terms of that offering. The prospectus supplement and any pricing supplement may also add, to,

update or change the information contained in this prospectus. Please carefullyYou should read both this prospectus theand any prospectus supplement and any pricing supplement, in addition totogether with the additional information described under the heading “Where You Can Find More Information” on page 14 of this prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the common stock or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents weincorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
Unless the context otherwise indicates, references in this prospectus to “Key,” the “Company,” “we,” “our” and “us” refer, collectively, to under the heading "Where

You Can Find More Information."Key Energy Services, Inc., a Delaware corporation, and its consolidated subsidiaries.
-1-
ABOUT KEY ENERGY SERVICES, INC.

Based on available industry data, we are
Our Business
Key Energy Services, Inc. is the largest onshore,rig-based well servicing contractor based on the number of rigs owned. We were organized in April 1977 in Maryland and commenced operations in July 1978 under the world. name National Environmental Group, Inc. In December 1992, we became Key Energy Group, Inc. and we changed our name to Key Energy Services, Inc. in December 1998. In connection with our reorganization described below, we reincorporated as a Delaware corporation on December 15, 2016.
We provide a completefull range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies, including:

- companies. Our services includerig-based and coiled tubing-based well maintenance and workover services, well completion and recompletion services, (including horizontal recompletions);

- oilfield trucking services;

-fluid management services, fishing and rental tool services;

- pressure pumping services;services and -other ancillary oilfield services. Additionally, certain rigs are capable of specialty drilling applications. We conduct well servicing operations onshore internationallyoperate in Argentina,

Egyptmost major oil and in Ontario, Canada and in the followingnatural gas producing regions of the continental United States:

- Gulf Coast (including South Texas, Central Gulf CoastStates, and we have operations in Russia. In addition, we have a technology development and control systems business based in Canada. An important component of Texas and

South Louisiana);

- Permian Basin of West Texas and Eastern New Mexico;

- Mid-Continent (including the Anadarko, Hugoton, Arkoma and Fort Worth

BasinsCompany’s growth strategy is to make acquisitions that will strengthen its core services or presence in selected markets, and the ArkLaTex region);

- Four Corners (includingCompany also makes strategic divestitures from time to time. To that end, during the San Juan, Piceance, Uinta and Paradox

Basins);

- Eastern (including the Appalachian, Michigan and Illinois Basins);

- Rocky Mountains (including the Denver-Julesberg, Powder River, Wind

River, Green River and Williston Basins); and

- California (the San Joaquin Basin).

We are also a leading onshore drilling contractorfourth quarter of 2016, we sold operations in Mexico and we conduct land

drillingare currently attempting to sell our operations in a numberRussia. The Company expects that the industry in which it operates will experience consolidation, and the Company expects to explore opportunities and engage in discussions regarding these opportunities, which could include mergers, consolidations or acquisitions or further dispositions or other transactions, although there can be no assurance that any such activities will be consummated.
Our Reorganization
On October 24, 2016, Key and certain of majorour domestic producing basins, as well as

in Argentina, Egypt and in Ontario, Canada. In addition to our other businesses,

we also produce and develop oil and natural gas reservessubsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the Permian Basin

regionUnited States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to a prepackaged plan of reorganization (the “Plan”). The Plan was confirmed by the Bankruptcy Court on December 6, 2016, and Texas Panhandle.

We have builtthe Company emerged from the bankruptcy proceedings on December 15, 2016 (the “Effective Date”).
You can find more information about the Plan and our leadership positionemergence from bankruptcy in part throughour Annual Report on Form10-K for the acquisition of

small, regional well service companies. We have also implemented a strategy,fiscal year ended December 31, 2016, which has also contributed to our position within the industry, to:

- improve our balance sheet and reduce our level of debt;

- build strong customer relationshipsis incorporated by offering a broad range of

equipment and services that will meet most of our customer's needs at

the wellsite;

- maximize utilization of our rig fleet by actively refurbishing our

rigs and related equipment; and

- train and professionally develop our employees, with an emphasis on

safety.

reference in this prospectus.
Our Corporate Information
Our principal executive offices are located at 6 Desta Drive, Midland,1301 McKinney Street, Suite 1800, Houston, Texas 79705,77010, and our phonetelephone number is (915) 620-0300.

(713)651-4300.
-2-
RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS DESCRIBED BELOW AND OTHER

INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR SECURITIES.

OTHER RISKS FACING OUR COMPANY OR RELATED TO EACH OFFERING MAY ALSO BE INCLUDED

IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND WE URGE YOU TO READ CAREFULLY ANY

ACCOMPANYING PROSPECTUS SUPPLEMENT BEFORE YOU MAKE YOUR DECISION TO INVEST IN

OUR SECURITIES.

OUR BUSINESS IS DEPENDENT ON CONDITIONS IN THE OIL AND NATURAL GAS INDUSTRY,

ESPECIALLY THE CAPITAL EXPENDITURES OF OIL AND NATURAL GAS COMPANIES.

The demand
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein, including the risks and uncertainties described in our Annual Report on Form10-K for our servicesthe fiscal year ended December 31, 2016, which is primarily influencedincorporated by currentreference in this prospectus, and anticipated oil and natural gas prices. Prices for oil and natural gas

historically have been extremely volatile and have reactedwhich may be amended, supplemented or superseded from time to changestime by other reports we file with the SEC in the supply offuture. The risks and demand for oiluncertainties described in this prospectus and natural gas (including changes resulting from

the abilitydocuments incorporated by reference herein are not the only risks we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. For more information, please see “Where You Can Find More Information” below.
-3-
FORWARD-LOOKING STATEMENTS
This prospectus, and the information incorporated by reference in this prospectus, contains, or incorporates by reference, certain forward-looking statements within the meaning of the OrganizationPrivate Securities Litigation Reform Act of Petroleum Exporting Countries1995. Statements that are not historical in nature or that relate to establishfuture events and maintain production quotas for oil prices), domestic and worldwide economic

conditions and political instability in oil producing countries. Weakness in oil

and natural gas prices (or the perception by our customers that oil and natural

gas prices will decrease)are, or may cause lower rates and lower utilization of

available well service equipment. In addition, when oil and natural gas prices

are weak, or when our customers expect oil and natural gas prices to decrease,

fewer wells are drilled, resulting in less drilling and less maintenance work

for us. Additional factors that affect demand for our services include:

- the level of development, exploration and production activity of, and

corresponding spending by, oil and natural gas companies;

- oil and natural gas production costs;

- government regulation; and

- conditions in the worldwide oil and natural gas industry.

In addition, we anticipate that prices for oil and natural gas will

continuebe deemed to be, volatileforward-looking statements. These forward-looking statements are based on our current expectations, estimates and affect the demand forprojections and pricing of our services.

Decreases in oilmanagement’s beliefs and natural gas prices can result in a reduction in the trading

prices and value of our securities, even if the decreases in oil and natural gas

prices do not affect our business generally. However, a material decline in oil

or natural gas prices or activities over a sustained period of time could

materially adversely affect the demand for our services and, therefore, our

results of operationsassumptions concerning future events and financial condition.

Periods of diminished or weakened demand for our services have occurred in

the past. We have experienced a decrease in the demand for our services

beginning in August 2001, and continuing through September 2002. We believe this

trend is due to an overall weakening of demand for onshore well services, which

is attributable to general uncertainty about future oil and nature gas prices

and the U.S. economy. If these conditions continue, or worsen, they could have a

material adverse effect ontrends affecting our financial condition and results of operations. In lightsome cases, you can identify these statements by terminology such as “may,” “will,” “should,” “predicts,” “expects,” “believes,” “anticipates,” “projects,” “potential” or “continue” or the negative of thesesuch terms and other comparable terminology. These statements are only predictions and are subject to substantial risks and uncertainties and are not guarantees of performance. Future actions, events and conditions and future results of operations may differ materially from those expressed in these statements. In evaluating those statements, you should carefully consider the information above as well as the risks outlined in “Item 1A. Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, 2016 and in the other reports we file with the SEC.
We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report except as required by law. All of our written and oral forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.
Important factors relatingthat may affect our expectations, estimates or projections include, but are not limited to, the following:
conditions in the oil and natural gas industry, our historical operating results may not be indicative of future performance.

AN ECONOMIC DOWNTURN MAY ADVERSELY AFFECT OUR BUSINESS.

The United States economy is currently believed to be in a recession. An

economic downturn may cause reduced demand for petroleum-based products and

natural gas. In addition, manyespecially oil and natural gas production companies often

reduceprices and capital expenditures by oil and natural gas companies;
volatility in oil and natural gas prices;
our ability to implement price increases or delay expendituresmaintain pricing on our core services;
risks that we may not be able to reduce, costs, which in turn may cause a

reductionand could even experience increases in, the costs of labor, fuel, equipment and supplies employed in our businesses;
industry capacity;
asset impairments or other charges;
the periodic low demand for our services during these periods. According toand resulting operating losses and negative cash flows;
our highly competitive industry data, in July 2001, there were approximately 1,293 active drilling rigs

in the United States. As of September 27, 2002, the number of active drilling

rigs had been reduced to 875. The number of active drilling rigs may be

indicative of demands for services such as those we provide. If the economic

environment worsens, our business may be further adversely impacted.

OUR BUSINESS INVOLVES CERTAIN OPERATING RISKS, WHICH ARE PRIMARILY SELF-INSURED,

AND OUR INSURANCE MAY NOT BE ADEQUATE TO COVER ALL LOSSES OR LIABILITIES WE

MIGHT INCUR IN OUR OPERATIONS.

Our operationswell as operating risks, which are subject to many hazards and risks, including the

following:

- blow-outs;

- reservoir damage;

- loss of well control;

- cratering;

- fires;

- accidents resulting in serious bodily injuryprimarily self-insured, and the loss of life or

property;

- pollution and other damage to the environment; and

- liabilities from accident or damage by our fleet of trucks.

If these hazards occur they could result in suspension of operations,

damage to or destruction of our equipment and the property of others and injury

or death to personnel.

We self insure a significant portion of these liabilities. For losses in

excess of our self-insurance limits, we maintain insurance from unrelated

commercial carriers. However,possibility that our insurance may not be adequate to cover all of our losses or liabilities;
significant costs and potential liabilities that we mightresulting from compliance with applicable laws, including those resulting from environmental, health and safety laws and regulations, specifically those relating to hydraulic fracturing, as well as climate change legislation or initiatives;
our historically high employee turnover rate and our ability to replace or add workers, including executive officers and skilled workers;
our ability to incur in debt or long-term lease obligations;
our operations. There can be no

assurance thatability to implement technological developments and enhancements;
severe weather impacts on our insurance will adequately protect us against liability from

all of the hazardsbusiness;
our ability to successfully identify, make and integrate acquisitions and our ability to finance future growth of our business. Moreover, we also are subjectoperations or future acquisitions;
-4-
our ability to achieve the risk

that we may not be able to maintain or obtain insurance of benefits expected from disposition transactions;
the type and amount

we desire at a reasonable cost. If we were to incur a significant liability for

which we were not fully insured it could have a material adverse effect on our

financial position and results of operations.

WE ARE SUBJECT TO THE ECONOMIC, POLITICAL AND SOCIAL INSTABILITY RISKS OF DOING

BUSINESS IN CERTAIN FOREIGN COUNTRIES.

We have operations in Argentina, Egypt and Canada, and may expand our

operations into other foreign countries. As a result, we are exposed to risks of

international operations, including:

- increased governmental ownership and regulation of the economy in the

markets where we operate;

- inflation and adverse economic conditions stemming from governmental

attempts to reduce inflation, such as imposition of higher interest

rates and wage and price controls;

- increased trade barriers, such as higher tariffs and taxes on imports

of commodity products;

- exchange controls or other currency restrictions;

- war, civil unrest or significant political instability;

- expropriation, confiscatory taxation and nationalization of our assets

located in the markets where we operate; and

- governmental policies limiting returns to foreign investors.

The occurrenceloss of one or more of these risks may:

- negatively impact our results of operations;

- restrict the movement of funds;

- inhibit our ability to collect receivables; and

- lead to U.S. government or international sanctions.

WE HISTORICALLY HAVE EXPERIENCED A HIGH EMPLOYEE TURNOVER RATE. ANY DIFFICULTY

WE EXPERIENCE REPLACING OR ADDING WORKERS COULD ADVERSELY AFFECT OUR BUSINESS.

We historically have experienced an annual employee turnover rate of over

50%. The high turnover rate is caused by the nature of the work, which is

physically demanding and performed outdoors. As a result, workers may choose to

pursue employment in fields that offer a more desirable work environment at wage

rates that are competitive with ours. We cannot assure that at times of high

demand we will be able to retain, recruit and train an adequate number of

workers. Potential inability or lack of desire by workers to commute to our

facilities and job sites and competition for workers from other industries are

factors that could affect our ability to attract and retain workers. We believe

that our wage rates are competitive with the wage rates of our competitors and

other potential employers. A significant increase in the wages other employers

pay could result in a reduction in our workforce, increases in our wage rates,

or both. Either of these events could diminish our profitability and growth

potential.

WE ARE SUBJECT TO ENVIRONMENTAL, HEALTH AND SAFETY LAWS AND REGULATIONS THAT

EXPOSE US TO POTENTIAL LIABILITY.

Our operations are regulated under a number of foreign, federal, state and

local laws that govern, among other things, the handling, storage and disposal

of waste materials, some of which are classified as hazardous substances, and

the discharge of hazardous materials into the environment. Our operations are

subject to stringent regulations relating to protection of the environment and

waste handling. In addition to potential liability if we should fail to comply,

these regulations may expose us to liability for noncompliance of other parties,

without regard to whether we were negligent. Sanctions for noncompliance with

applicable environmental laws and regulations may include administrative, civil

and criminal penalties, revocation of permits and corrective action orders.

Furthermore, we may be liable for costs for environmental clean-up at currently

or previously owned or operated properties or off-site locations where we sent,

disposed of, or arranged for disposal of hazardous materials. Compliance with

existing laws or regulations, the adoption of new laws or regulations or the

more vigorous enforcement of environmental laws or regulations could have a

material adverse effect on our operations by increasing our expenses and

limiting our future business opportunities.

WE HAVE A SIGNIFICANT AMOUNT OF INDEBTEDNESS AND COULD INCUR ADDITIONAL

INDEBTEDNESS, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL CONDITION,

RESULTS OF OPERATIONS AND BUSINESS PROSPECTS AND PREVENT US FROM FULFILLING OUR

OBLIGATIONS UNDER OUR OUTSTANDING INDEBTEDNESS.

We had approximately $504.5 million of long-term indebtedness and capital

lease obligations outstanding at September 30, 2002. We are permitted under our

senior credit facility and the indentures governing our public debt securities

to incur additional debt, subject to certain limitations. If we incur additional

debt, our increased leverage could, for example:

- make it more difficult for us to satisfy our obligations under our

public debt securities or other indebtedness and, if we fail to comply

with the requirements of the other indebtedness, that failure could

result in an event of default on our public debt securities or such

other indebtedness;

- require us to dedicate a substantial portion of our cash flow from

operations to required payments on indebtedness, thereby reducing the

availability of cash flow for working capital, capital expenditures

and other general business activities;

- limit our ability to obtain additional financing in the future for

working capital, capital expenditures and other general corporate

activities;

- limit our flexibility in planning for, or reacting to, changes in our

business and the industry in which we operate;

- detract from our ability to successfully withstand a downturn in our

business or the economy generally; and

- place us at a competitive disadvantage against less leveraged

competitors.

If new debt is added to our and our subsidiaries' current debt levels, the

related risks that we and they now face could increase.

WE MAY NOT BE ABLE TO GENERATE SIGNIFICANT CASH FLOW TO MEET OUR DEBT SERVICE

OBLIGATIONS.

Our ability to make payments on and to refinance our indebtedness, and to

fund planned capital expenditures, will depend on larger customers;
our ability to generate cash

in the future. This, to a certain extent, is subject to general economic,

financial, competitive, legislative, regulatory and other factors that are

beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations to meet debt service our outstanding indebtedness, that future borrowings

will be available to us under our senior credit facility in anobligations;
the amount sufficient

to enable us to pay our indebtedness or to fund our other liquidity needs. We

may need to refinance all or a portion of our existing indebtedness on or before

maturity. We cannot assure you that we will be able to refinance any of our

indebtedness, including our senior credit facility, on commercially reasonable

terms or at all.

OUR DEBT INSTRUMENTS IMPOSE RESTRICTIONS ON US THAT MAY AFFECT OUR ABILITY TO

SUCCESSFULLY OPERATE OUR BUSINESS.

Our senior credit facilitydebt and the terms oflimitations imposed by the indentures forcovenants in the agreements governing our public

debt, securities limitincluding our ability to take various actions, such as:

- incurring additional indebtedness;

- paying dividends;

- repurchasing junior indebtedness;

- making investments;

- entering into transactions with affiliates;

- merging or consolidating with other entities; and

- selling all or substantially all of our assets.

In addition, our senior CREDIT FACILITY requires us to maintain certain

financial covenant ratios and satisfy certain financial condition tests, several

of which become more restrictive over time and may require us to take action to

reduce our debt or take some other action in order to comply with them. These

restrictions also could limit our ability to obtain future financings, make

needed capital expenditures, withstand a downturn in our business or the economy

in general, or otherwise conduct necessary corporate activities. We also may be

prevented from taking advantage of business opportunities that arise because of

the limitations imposed on us by the restrictive covenants under our senior

credit facility and the indentures.

WE HAVE PURSUED AND CONTINUE TO PURSUE STRATEGIC ACQUISITIONS. OUR BUSINESS MAY

BE ADVERSELY AFFECTED IF WE CANNOT EFFECTIVELY INTEGRATE ACQUIRED OPERATIONS.

A component of our strategy includes acquiring complementary businesses.

Acquisitions involve a number of risks and challenges including:

- our ability to integrate acquired operations;

- potential loss of key employees and customers of the acquired

companies; and

- debt agreements;
an increase in our expensesdebt service obligations due to variable rate indebtedness;
our inability to achieve our financial, capital expenditure and working capital requirements.

Anyoperational projections, including quarterly and annual projections of these factors could adversely affectrevenue and/or operating income and our inaccurate assessment of future activity levels, customer demand, and pricing stability which may not materialize (whether for Key as a whole or for geographic regions and/or business segments individually);
risks affecting our international operations, including risks affecting our ability to achieve

anticipated levelsexecute our plans to withdraw from international markets outside North America;
our ability to respond to changing or declining market conditions, including our ability to reduce the costs of earningslabor, fuel, equipment and cash flow from acquisitions or realize supplies employed and used in our businesses;
our ability to maintain sufficient liquidity;
adverse impact of litigation; and
other anticipated benefits. Furthermore, competition fromfactors affecting our business described in “Item 1A. Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, 2016 and in the other potential buyers could

reduce our acquisition opportunities or cause usreports we file with the SEC.
-5-
USE OF PROCEEDS
We are filing the registration statement of which this prospectus is a part to pay a higher price than we

otherwise might pay.

THE TRADING PRICE OF OUR SECURITIES COULD BE SUBJECT TO SIGNIFICANT

FLUCTUATIONS.

The trading pricepermit the stockholders named in the section entitled “Selling Stockholders” to resell shares of our common stock has been volatile. Factorsstock. We will not receive any proceeds from the sale of shares by the selling stockholders. The selling stockholders will pay any underwriting discounts and commissions and transfer taxes incurred by the selling stockholders in disposing of the shares, as well as the fees and expenses of their counsel exceeding a predetermined dollar amount. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation the SEC registration fee with respect to the shares covered by this prospectus, fees and expenses of our counsel and accountants, as well as the fees and expenses of counsel to the selling stockholders up to such as

announcements of fluctuations in our or our competitors' operating results and

market conditions for oil and gas related stocks in general could have a

significant impactpredetermined dollar amount.
-6-
SELLING STOCKHOLDERS
Pursuant to the Plan, on the future trading pricesEffective Date, the Company cancelled $675 million outstanding principal amount of its senior unsecured notes. In exchange for cancelling these notes, the Company issued shares of its common stock to the selling stockholders, and certain of the selling stockholders purchased additional shares of common stock in the rights offerings conducted under the Plan. The shares of common stock offered hereby are being registered pursuant to a registration rights agreement, dated December 15, 2016 (the “Registration Rights Agreement”), between the Company and the selling stockholders to permit public sales of such shares.
The following table sets forth the names of the selling stockholders, the number of shares of common stock beneficially owned by each of them as of March 3, 2017, the percentage of our securities. In

particular,total outstanding common stock beneficially owned by each of them as of March 3, 2017, the trading pricenumber of shares of common stock being offered by each of them, the number of shares of common stock each selling stockholder will beneficially own if the stockholder sells all of the common stock being registered and each selling stockholder’s percentage beneficial ownership of many oil and gas companies

has experienced extreme price and volume fluctuations, which have at times been

unrelatedour total outstanding common stock if all of the common stock in the offering is sold. As used in this prospectus, “selling stockholders” includes thesuccessors-in-interest, donees, transferees or others who may later hold the selling stockholders’ shares. The selling stockholders may offer the common stock for resale from time to time pursuant to this prospectus. However, the selling stockholders are under no obligation to sell any of the common stock offered pursuant to this prospectus. Note that Soter Capital, LLC, a party to the operating performanceRegistration Rights Agreement and the Company’s largest stockholder, will not register its shares of common stock for resale at this time.
All information with respect to common stock ownership has been furnished by or on behalf of the companies whose stocks were

affected.selling stockholders. We believe, based on information supplied by the selling stockholders and subject to community property laws where applicable, that, except as may otherwise be indicated in the footnotes to the table below, each selling stockholder has sole voting and dispositive power with respect to the common stock reported as beneficially owned by it. Because the selling stockholders may sell all, part or none of the common stock held by them, no assurance can be given as to the number of shares of common stock that a selling stockholder will hold upon termination of any offering made hereby. In addition, the trading pricesselling stockholders may have sold, transferred or otherwise disposed of, our securities could be subjector may sell, transfer or otherwise dispose of, at any time and from time to significant fluctuationstime, the common stock held by them in response to variations in our prospects and

operating results, which may in turn be affected by weakness in oil prices,

changes in interest rates and other factors. There can be no assurance that

these factors will not have an adverse effect ontransactions exempt from the trading prices of our

securities.

SINCE ARTHUR ANDERSEN LLP ACTED AS THE INDEPENDENT AUDITOR FOR Q SERVICES, INC.,

YOUR ABILITY TO SEEK REMEDIES AGAINST, OR RECOVER FROM, THEM RELATED TO THEIR

WORK WILL BE LIMITED.

On July 19, 2002, we acquired Q Services. The aggregate value, including

assumed debt, for Q Services was approximately $221.0 million. The consolidated

financial statements of Q Services as of December 31, 2001 and for each of the

three years in the period ended December 31, 2001 incorporated by reference

herein were audited by Arthur Andersen LLP. After reasonable efforts, we have

not been able to obtain Arthur Andersen's consent to the incorporation by

reference of its audit report dated April 17, 2002 into this prospectus.

Under Rule 437aregistration requirements of the Securities Act of 1933, as amended (the “Securities Act”), after the date on which it provided the information set forth on the table below. For purposes of the table below, however, we can incorporatehave assumed that after termination of this offering, none of the shares of common stock offered by reference Q

Services' financial statements into the registration statement, which includes this prospectus without Arthur Andersen's written consent. Accordingly, Arthur

Andersen,will be held by the selling stockholders.
Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or its successors, is notshares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days is deemed to be outstanding and beneficially owned by the liability provisionsperson holding the options. These shares, however, are not deemed outstanding for the purposes of Section 11computing the percentage ownership of any other person.
-7-
Name of Selling Shares Beneficially Owned
Prior to the Offering⁽¹⁾ Shares Beneficially Owned
After the Offering⁽²⁾
Stockholder Number Percentage Shares Offered Number Percentage
Contrarian Capital Fund I, L.P.⁽³⁾ 1,135,907 5.65 % 1,135,907 0 *
Contrarian Opportunity Fund, L.P.⁽³⁾ 558,138 2.78 % 558,138 0 *
Contrarian Dome Du Gouter Master Fund, LP⁽³⁾ 229,938 1.14 % 229,938 0 *
Contrarian Centre Street Partnership, L.P.⁽³⁾ 223,941 1.11 % 223,941 0 *
Contrarian Capital Trade Claims, L.P.⁽³⁾ 87,537 * 87,537 0 *
CCMPension-A, L.L.C.⁽³⁾ 64,073 * 64,073 0 *
Contrarian Capital Senior Secured, L.P.⁽³⁾ 35,338 * 35,338 0 *
ContrarianAdvantage-B, L.P.⁽³⁾ 29,777 * 29,777 0 *
CCMPension-B, L.L.C.⁽³⁾ 12,281 * 12,281 0 *
Quantum Partners LP⁽⁴⁾ 1,250,728 6.22 % 1,218,749 31,979 *
Silver Point Capital Offshore Master Fund, L.P.⁽⁵⁾ 981,861 4.89 % 981,861 0 *
Silver Point Capital Fund, L.P.⁽⁵⁾ 157,380 * 157,380 0 *
Goldman, Sachs & Co.⁽⁶⁾ 925,447 4.61 % 588,973 336,474 1.67 %
Whitebox Multi-Strategy Partners, LP⁽⁷⁾ 228,251 1.14 % 226,162 2,089 *
Whitebox Asymmetric Partners, LP⁽⁷⁾ 90,105 * 89,279 826 *
Whitebox Credit Partners, LP⁽⁷⁾ 90,068 * 89,243 825 *
Whitebox Relative Value Partners, LP⁽⁷⁾ 81,507 * 80,761 746 *
Pandora Select Partners, LP⁽⁷⁾ 34,457 * 34,141 316 *
Whitebox GT Fund, LP⁽⁷⁾ 16,310 * 16,160 150 *
Scoggin Capital Management II LLC⁽⁸⁾ 91,278 * 91,278 0 *
Scoggin International Fund Ltd.⁽⁸⁾ 78,975 * 78,975 0 *
Scoggin Worldwide Fund, Ltd.⁽⁹⁾ 54,745 * 54,745 0 *
* Less than 1%.
(1) Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
(2) Represents the amount of common stock that will be held by the selling stockholders after completion of all offerings pursuant to this prospectus based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus forms a part will be sold and (b) that no other shares of common stock are acquired or sold by the selling stockholders prior to completion of such offerings. However, the selling stockholders may sell all, some or none of the shares offered pursuant to this prospectus and may sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act. Percentages based on number of shares of common stock outstanding as of March 3, 2017.
(3) Jon Bauer is the managing member of Contrarian Capital Management, L.L.C., which is the investment manager of each of Contrarian Capital Fund I, L.P., Contrarian Opportunity Fund, L.P., Contrarian Dome Du Gouter Master Fund, LP, Contrarian Centre Street Partnership, L.P., Contrarian Capital Trade Claims, L.P., CCMPension-A, L.L.C., Contrarian Capital Senior Secured, L.P., ContrarianAdvantage-B, L.P., and CCMPension-B, L.L.C. (collectively, the “Contrarian Funds”), and as such, may be deemed to have sole voting and dispositive power over the shares held by the Contrarian Funds and/or investment control over the Contrarian Funds. The mailing address for each of the Contrarian Funds is 411 West Putnam Avenue, Suite 425, Greenwich, CT 06830.
(4) Includes 5,752 shares underlying warrants to purchase shares of our common stock. Soros Fund Management LLC (“SFM”) serves as principal investment manager to Quantum Partners LP (“Quantum Partners”). As such, SFM has been granted investment discretion over portfolio investments, including the shares of common stock held for the account of Quantum Partners. George Soros serves as Chairman of SFM and Robert Soros serves as President and Deputy Chairman of SFM. SFM is also the holder of record of 26,227 shares of common stock, which shares are not being offered pursuant to this prospectus. The mailing address for Quantum Partners is 250 West 55^th Street, New York, NY 10019.
(5) Silver Point Capital, L.P. (“Silver Point”) is the investment manager of each of Silver Point Capital Offshore Master Fund, L.P. and Silver Point Capital Fund, L.P. (collectively, the “Silver Point Funds”) and, by reason of such status, may be deemed to be the beneficial owner of all of the common stock held by the Silver Point Funds. Silver Point Capital Management, LLC (“Silver Point Management”) is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all common stock held by the Silver Point Funds. Edward A. Mulé and Robert J. O’Shea are each members of Silver Point Management and as a result may be deemed to be the beneficial owner of all of the common stock held by the Silver Point Funds. The mailing address for the Silver Point Funds is 2 Greenwich Plaza, 1st Floor, Greenwich, CT 06830.
(6) Goldman, Sachs & Co. (“Goldman Sachs”), a New York limited partnership, is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. (“GS Group”). GS Group is a public entity and its common stock is publicly traded on the NYSE. The shares of common stock held by Goldman Sachs were acquired in the ordinary course of its investment business and not for the purpose of resale or distribution. Goldman Sachs has not participated in the distribution of the shares on behalf of the issuer. GS Group may be deemed to beneficially own the securities held by Goldman Sachs. GS Group disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The mailing address for Goldman Sachs is 200 West Street, 26^th Floor, New York, NY 10282.
-8-
(7) Whitebox General Partner LLC (“Whitebox”) is the general partner of Whitebox Multi-Strategy Partners, LP, Whitebox Asymmetric Partners, LP, Whitebox Credit Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP and Whitebox GT Fund, LP (collectively, the “Whitebox Funds”), which have direct beneficial ownership of shares of the common stock. Whitebox is owned by Andrew Redleaf, Robert Vogel, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (B) LP. Messrs. Redleaf, Vogel, Strefling, Twitchell and Vigilante share voting and dispositive power over all of the shares of Whitebox. Whitebox Advisors LLC (“Whitebox Advisors”) is the investment manager of each of the Whitebox Funds and holds voting and disposable power over the shares of common stock held by each of the Whitebox Funds. Whitebox Advisors is owned by Messrs. Redleaf, Vogel, Strefling, Twitchell and Vigilante and by Dyal Capital Partners II (A) LP. The mailing address for the Whitebox Funds is 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416.
(8) Scoggin Management LP is the investment manager of Scoggin Capital Management II LLC (“Scoggin Capital”) and Scoggin International Fund, Ltd. (“Scoggin International”). A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker areCo-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC. Each of the foregoing may be deemed to have sole power to direct the voting and disposition over the shares held by Scoggin Capital and Scoggin International. The mailing address for Scoggin Capital and Scoggin International is 660 Madison Avenue, 20th Floor, New York, NY 10065.
(9) The investment manager of Scoggin Worldwide Fund, Ltd.(“Scoggin Worldwide,” and together with Scoggin Capital and Scoggin International, the “Scoggin Funds”) is Old Bellows Partners LP. Craig Effron and Curtis Schenker areCo-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. Each of the foregoing may be deemed to have sole power to direct the voting and disposition over the shares held by Scoggin Worldwide. The mailing address for Scoggin Worldwide is 660 Madison Avenue, 20th Floor, New York, NY 10065.
None of the Securities Act for its reports on Q Services' consolidated

financial statements because Arthur Andersen did not consent to being named as

having preparedselling stockholders has held any position or certified those financial statementsoffice or had any other material relationship with us or any of our predecessors or affiliates within the meanings of

Section 7 and 11 of the Securities Act. Furthermore, your ability, if any, to

recover damages from Arthur Andersen is further limitedpast three years other than as a result of Arthur

Andersen's discontinuationthe ownership of operations.

FORWARD-LOOKING STATEMENTS

The statements madeour securities, except in this prospectus or inconnection with (1) the documents we have

incorporatedRegistration Rights Agreement; (2) the Plan; (3) the plan support agreement, dated August 24, 2016, by reference that are not statementsand among the Debtors and certain of historical fact are

"forward-looking statements" withintheir lenders and noteholders, pursuant to which the meaningCompany filed its petition for bankruptcy; and (4) the term loan and security agreement, dated as of Section 27ADecember 15, 2016, by and among the Company, as borrower, Cortland Products Corp., as agent, and lenders including certain of the Securities

Act and Section 21E of the Securities Exchange Act. Forward-looking statements

generallyselling stockholders or their respective affiliates. You can be identified by the use of words such as "may," "will," "expect,"

"intend," "estimate," "anticipate," "believe," or similar expressions.

Although we believe that the expectationsfind more information about these documents in our forward-looking statements

are reasonable, we cannot give any assurance that those expectations will be

correct. Our operations are subject to numerous uncertainties, risks and other

influences, many ofAnnual Report on Form10-K for the fiscal year ended December 31, 2016, which are outside our control and any of which could

materially affect our results of operations and ultimately prove the statements

we make to be inaccurate. We caution you not to place undue reliance on these

forward-looking statements, which speak only as of the date of this prospectus.

Future events and actual results may differ materially from the results set

forth in or implied in the forward-looking statements. Factors that might cause

such a difference include:

- fluctuations in world-wide prices and demand for oil and natural gas;

- fluctuations in level of oil and natural gas exploration and

development activities;

- fluctuations in the demand for well servicing, contract drilling and

ancillary oilfield services;

- the existence of competitors, technological changes and developments

in the industry;

- the existence of operating risks inherent in the well servicing,

contract drilling and ancillary oilfield services industries; and

- general economic conditions, the existence of regulatory

uncertainties, and the possibility of political instability in any of

the countries in which we do business, in addition to other matters

discussed herein.

Other factors that could cause actual results to differ materially from our

expectations are discussed under the heading "Risk Factors."

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 (registration no.

333-_____) with the SEC with respect to the securities we are offering. This

prospectus is a part of that registration statement, however, it does not

contain all the information contained in the registration statement, including

its exhibits and schedules. You should refer to the registration statement,

including the exhibits and schedules, for further information about us and the

securities we are offering. Statements we make in this prospectus about certain

contracts or other documents are not necessarily complete. When we make those

statements, we refer you to the copies of the contracts or documents that are

filed as exhibits to the registration statement, because those statements are

qualified in all respects by reference to those exhibits. The registration

statement, including exhibits and schedules, is on file at the offices of the

SEC and may be inspected without charge.

We file annual, quarterly and current reports, proxy statements and other

information with the SEC. Our filings, including the registration statement, are

available to the public over the Internet at the SEC's web site at

http://www.sec.gov. You also may read and copy any document we file at the SEC's

public reference rooms in Washington, D. C. and Chicago, Illinois. Please call

the SEC at 1-800-SEC-0330 for further information about the public reference

rooms.

SEC rules allow us to "incorporate by reference" in this prospectus the

information we file with the SEC, which means we can disclose important

information to you by referring you to those documents. The information

incorporated by reference is considered part of this prospectus from the date we

file that document. Any reports filed by us with the SEC after the date of this

prospectus and before we sell all of the securities offered through this

prospectus will automatically update and, where applicable, supersede any

information contained in this prospectus or incorporated by reference in this prospectus. We incorporate by reference the documents listed below and any

future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of

the Securities Exchange Act until we sell all of the securities
-9-
PLAN OF DISTRIBUTION
The shares covered by this prospectus:

- Annual Report on Form 10-K forprospectus may be offered and sold from time to time by the year ended June 30, 2002,selling stockholders. The term “selling stockholders” includes pledgees, donees, assignees, transferees or othersuccessors-in-interest and any other person named as amended;

- Quarterly Report on Form 10-Q for the quarter ended September 30,

2002;

- Current Reports on Form 8-K filed on July 16, 2002, August 2, 2002,

December 31, 2002 and January 31, 2003, and Form 8-K/A filed on

October 2, 2002; and

-a selling stockholder in any applicable prospectus supplement. The descriptionselling stockholders will act independently of our common stock containedus in the registration

statement on Form 8-A dated March 27, 1998 and 8-A/A dated December 9,

2002, including any future amendments or reports that have been filed

to update the description.

You may request a copy of these filings, which we will provide to you at no

cost, by writing or telephoning us at the following address and telephone

number:

Key Energy Services, Inc.

400 South River Road

New Hope, Pennsylvania 18938

Attn: General Counsel

(215) 862-7900

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we will use

the net proceeds from the sale of the offered securities for general corporate

purposes. These purposes may include acquisitions, working capital, capital

expenditures, repayment and refinancing of indebtedness and repurchases and

redemptions of securities. Pending any specific application, we may initially

invest those funds in short-term marketable securities or apply themmaking decisions with respect to the reductiontiming, manner and size of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to our fixed charges for each of the periods

indicated is as follows:

FISCAL YEAR ENDED JUNE 30, THREE MONTHS

- ------------------------------------------------------------------------------- ENDED

1998 1999 2000 2001 2002 SEPTEMBER 30, 2002

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

2.61 -- -- 2.67 2.35 --

For these ratios, earnings consist of income from continuing operations

before income taxes and fixed charges. Fixed charges consist of interest

expenses, amortization of debt issuance expenses and the portions of rentals and

lease obligations representative of the interest factor. For the years ending

June 30, 1999 and 2000, and the three months ended September 30, 2002, earnings

were insufficient to cover fixed charges by $78.9 million, $28.0 million, and

$4.8 million, respectively. There was no preferred stock outstanding for any of

the periods shown above.

DESCRIPTION OF DEBT SECURITIES

The debt securities will be:

- our direct unsecured or secured general obligations;

- either senior debt securities or subordinated debt securities; and

- issued undersale. Such sales may be made on one or more separate indentures.

Senior debt securitiesexchanges or in theover-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then-current market price or in negotiated transactions. The selling stockholders may sell their shares by one or more of, or a combination of, the following methods:
an underwritten offering;
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
block trades in which the broker-dealer so engaged will be issuedattempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
anover-the-counter distribution in accordance with applicable law;
in privately negotiated transactions;
in options transactions; and
any other method permitted by applicable law.
In addition, any shares that qualify for sale pursuant to Rule 144 under a senior indenture and

subordinated debt securities will be issued under a subordinated indenture.

Senior debt securities and subordinated debt securitiesthe Securities Act may be guaranteed by

certain of our subsidiaries. The debt securities issued may be convertible intosold under Rule 144 rather than pursuant to this prospectus. If the selling stockholders use one or more underwriters in the sale, such underwriter(s) will acquire the shares of our common stock preferred stock or warrants.

We have summarized selected provisions of the Indentures below. The summary

is not complete. The forms of the Indentures have been filed as exhibits to the

registration statement, and you should read the Indentures for provisions that

may be important to you. In the summary, we have included references to section

numbers of the Indentures so that you can easily locate those provisions.

Capitalized terms used incovered by this summary have the meanings used in the Indentures.

GENERAL

We are a holding company that conducts substantially all operations through

our subsidiaries. Holders of debt securities generally will have a junior

position to claims of creditors of our subsidiaries including trade creditors,

debt holders, secured creditors, taxing authorities, guaranty holders and any

preferred stockholders. At September 30, 2002, we did not have any outstanding

preferred stock and we and our subsidiaries had approximately $504.5 million of

outstanding long-term debt and capital lease obligations.

- The Indentures do not limit the aggregate principal amount of debt

securities that can be issued thereunder. (Section 301)

- Debt securities may be issued in one or more series, each in an

aggregate principal amount we authorize before issuance, and may be in

any currency or currency unit that we may designate. (Section 301)

- Debt securities of a series may be issued in registered or global

form. (Sections 201 and 203)

- The Indentures do not limit the amount of other unsecured debt or

securities that we can issue.

- The senior debt securities will rank equally with all of our other

senior debt.

- The subordinated debt securities will have a junior position to all of

our senior debt. (Section 1301)

A prospectus supplement and a supplemental indenture relating to any series

of debt securities being offered will include specific terms relating to the

offering. These terms will include some or all of the following:

- the title and type of debt securities being offered;

- the total principal amount of debt securities being offered;

- the dates on which the principal of, and premium, if any, on the

offered debt securities is payable;

- the interest rate;

- the date from which interest will accrue;

- the interest payment dates;

- any optional redemption periods;

- any sinking fund or other provisions that would obligate us to

repurchase or otherwise redeem the debt securities;

- whether the debt securities will be convertible into shares of common

stock or exchangeable for other of our securities, and if so, the

terms of conversion or exchange;

- events causing acceleration of maturity;

- any provisions granting special rights to holders when specified

events occur;

- any changes to or additional events of default or covenants;

- any special tax implications of the debt securities; and

- any other terms of the debt securities. (Section 301)

GUARANTEES

- Debt securities may be guaranteed by some, but not all, of our

subsidiaries, including subsidiaries that we may acquire in the

future. In the event of a bankruptcy, liquidation or reorganization of

any of the non-guarantor subsidiaries, the non-guarantor subsidiaries

will pay the holders of their debt and their trade creditors before

they will be able to distribute any of their assets to us.

- The guarantees will be general obligations of each guarantor.

- The guarantors will jointly and severally guarantee any of our

guaranteed debt securities.

- The obligations of each guarantor under any guarantee will be limited

as necessary to prevent that guarantee from constituting a fraudulent

conveyance under applicable law.

- A guarantor may not consolidate with or merge into another company

unless the surviving company assumes all of the obligations of that

guarantor pursuant to a supplemental indenture satisfactory to the

trustee, and only if immediately after giving effect to the

transaction, no default or event of default would exist.

DENOMINATIONS

The debt securities will be issued in denominations of $1,000 or multiples

thereof. (Section 302)

SUBORDINATION

Under the subordinated indenture, payment of the principal, interest and

any premium on the subordinated debt securities generally will be subordinated

and junior in right of payment to the prior payment in full of all senior debt.

The subordinated indenture provides that no payment of principal, interest and

or premium on the subordinated debt securities may be made in the event:

- of any insolvency, bankruptcy or similar proceeding involving us or

our property (Section 1303); or

- we fail to pay the principal, interest, any premium or any other

amounts on any senior debt when due. (Sections 1301 and 1302)

The subordinated indenture will not limit the amount of senior debt that we

may incur.

Senior Indebtedness is defined to include all our secured and unsecured

direct or contingent liabilities and obligations, including our guarantees for

money we borrow, which is not expressed to be subordinate to or junior in right

of, payment to any of our other indebtedness, but does not include our

intercompany indebtedness, our trade payables and our tax liabilities.

EVENTS OF DEFAULT

The following are Events of Default under each Indenture:

- failure to pay principal or any premium on any debt security when due;

- failure to pay any interest on any debt security when due, continued

for 30 days;

- failure to deposit any mandatory sinking fund payment when due,

continued for 30 days;

- failure to perform or breach of any covenant or warranty in the

Indenture that continues for 90 days after written notice;

- certain events of bankruptcy, insolvency or reorganization; and

- any other event of default as may be specified in the supplemental

indenture with respect to debt securities of such series.

(Section 501)

An Event of Default for a particular series of debt securities does not

necessarily constitute an Event of Default for any other series of debt

securities. The Trustee may withhold notice to the holders of debt securities of

any default (except in the payment of principal or interest) if the Trustee in

good faith determines the withholding of notice to be in the best interest of

the holders. (Section 602)

ACCELERATION OF DEBT UPON AN EVENT OF DEFAULT

If an Event of Default occurs either the Trustee or the holders of at least

25% in principal amount of the outstanding debt securities may declare the

principal amount of all the debt securities of the applicable series to be due

and payable immediately. (Section 502) If this happens, subject to certain

conditions, the holders of a majority of the outstanding principal amount of a

series of debt securities can void the declaration. These conditions include the

requirement that we have paid or deposited with the Trustee a sum sufficient to

pay all overdue principal and interest payments on the series of debt securities

subject to the default. (Section 502)

If an Event of Default occurs due to certain events of bankruptcy,

insolvency or reorganization, the principal amount of the outstanding debt

securities of all series will become immediately due and payable without any

declaration or other act on the part of either Trustee or any holder. (Section

502)

Depending on the terms of our indebtedness, an Event of Default under an

Indenture may cause a cross default on our other indebtedness.

DUTIES OF TRUSTEE

Other than its duties in the case of default, the Trustee is not obligated

to exercise any of its rights or powers under either Indenture at the request,

order or direction of any holders unless the holders offer the Trustee

reasonable indemnity. (Section 603)

If the holders provide reasonable indemnification, the holders of a

majority of principal amount of any series of debt securities may direct the

time, method and place of conducting any proceeding or any remedy available to

the Trustee, or exercising any power conferred upon the Trustee for any series

of debt securities. (Section 512)

COVENANTS

Under the Indentures, we will:

- pay the principal, interest and premium, if any, on the debt

securities when due;

- maintain a place of payment;

- deliver a report to the Trustee at the end of each fiscal year

reviewing our obligations under the Indentures; and

- deposit sufficient funds with any payment agent on or before the due

date for the payment of any principal, interest or premium, if any.

(Sections 1001, 1002, 1003 and 1005)

MODIFICATION OF INDENTURES

Each Indenture provides that we and the Trustee may, without the consent of

any holders of debt securities, enter into supplemental debt indentures for the

purposes, among other things, of:

- adding to our covenants;

- adding additional events of default;

- changing or eliminating any provisions of the indentures so long as

there are no holders entitled to the benefit of the provisions;

- establishing the form or terms of any series of debt securities; or

- curing ambiguities, defects or inconsistencies in the Indentures or

making any other provisions with respect to matters or questions

arising under the Indentures.

With specific exceptions, the Indentures or the rights of the holders of

the debt securities may be modified by us and the Trustee with the consent of

the holders of a majority of the outstanding principal amount of the debt

securities of each series affected by the modification, but no modification may

be made without the consent of the holders of each outstanding debt security

affected which would:

- change the maturity of any payment of principal of, or any premium on,

or any installment of interest on any debt security;

- change the terms of any sinking fund with respect to any debt

security;

- reduce the principal amount of, or the interest or any premium on, any

debt security upon redemption or repayment at the option of the

holder;

- change any place of payment where, or the currency in which, any debt

security or any premium or interest is payable;

- impair the right to sue for the enforcement of any payment on or with

respect to any debt security; or

- reduce the percentage in principal amount of outstanding debt

securities of any series required to consent to any supplemental debt

indenture, any waiver of compliance with provisions the Indenture or

specific defaults and their consequences provided for in the

Indentures, or otherwise modify the sections in the Indentures

relating to these consents.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Each Indenture generally permits a consolidation or merger between us and

another company. They also permit us to sell all or substantially all of our

property and assets. If this happens, the remaining or acquiring company will

assume all of our responsibilities and liabilities under the Indentures,

including the payment of all amounts due on the debt securities and performance

of the covenants in the Indentures. (Sections 801 and 802)

We will only consolidate or merge with or into another company or sell all

or substantially all of our assets according to the terms and conditions of the

Indentures. The remaining or acquiring company will assume our obligations under

the Indentures with the same effect as if it had been an original party to the

Indentures and we shall be released from all our liabilities and obligations

under either Indenture and any debt securities. (Sections 801 and 802)

Thereafter, the successor company may exercise our rights and powers under

either Indenture, in our name or in its own name. Any act or proceeding required

or permitted to be done by our board of directors or any of our officers may be

done by the board or officers of the successor company.

DISCHARGE AND DEFEASANCE

We will be discharged from all obligations under the applicable indenture

with respect to any series of debt securities, except for surviving obligations

to register the transfer or exchange of the debt securities, if:

- all debt securities of the series previously authenticated and

delivered under the relevant indenture have been delivered to the

indenture trustee for cancellation; or

- all debt securities of that series have become due and payable or will

become due and payable, at maturity or by redemption, and we deposit

with the applicable trustee funds or government securities sufficient

to make payments on the debt securities of that series on the dates

those payments are due.

To exercise our right to be discharged, we must deliver the following to

the applicable trustee:

- an opinion of counsel to the effect that the holders will not

recognize income, gain or loss for federal income tax purposes as a

result of the exercise of such option and will be subject to U.S.

federal income tax on the same; and

- an officers' certificate stating that all conditions precedent to the

satisfaction and discharge of the applicable indenture have been

complied with.

In addition to our right of discharge described above, we may deposit with

the applicable trustee funds or government securities sufficient to make

payments on the debt securities of a series on the dates those payments are due

and payable, then, at our option, either of the following will occur:

- we will be discharged from our obligations with respect to the debt

securities of that series ("legal defeasance"); or

- we will no longer have any obligation to comply with the restrictive

covenants under the applicable indenture, and the related events of

default will no longer apply to us, but some of our other obligations

under the indenture and the debt securities of that series, including

our obligation to make payments on those debt securities, will survive

("covenant defeasance").

If we defease a series of debt securities, the holders of the debt

securities of the series affected will not be entitled to the benefits of the

applicable indenture, except for our obligations to:

- register the transfer or exchange of debt securities;

- replace stolen, lost or mutilated debt securities; and

- maintain paying agencies and hold moneys for payment in trust.

Unless we inform you otherwise in the prospectus supplement, we will be

required to deliver to the applicable trustee an opinion of counsel that the

deposit and related defeasance would not cause the holders of the debt

securities to recognize income, gain or loss for U.S. federal income tax

purposes. If we elect legal defeasance, that opinion of counsel must be based on

a ruling from the U.S. Internal Revenue Service or a change in law to that

effect.

PAYMENT AND PAYING AGENTS

Principal, interest and premium, if any, on fully registered securities

will be paid at designated places. Payment will be made by check mailed to the

person in whose name the debt securities are registered on the day specified in

the Indentures or any prospectus supplement. Payments in other forms will be

paid at a place designated by us and specified in a prospectus supplement.

(Section 307)

Fully registered securities may be transferred or exchanged at the

corporate trust office of the Trustee or at any other office or agency

maintained by us for such purposes without the payment of any service charge

except for any tax or governmental charge. (Section 1002)

GLOBAL SECURITIES

The debt securities of a series may be issued in the form of one or more

global certificates that will be deposited with a depositary or its nominee

identified in a prospectus supplement. We may issue global debt securities in

either temporary or permanent form. We will describe in the prospectus

supplement the terms of any depositary arrangement and the rights and

limitations of owners of beneficial interests in any global debt security.

DESCRIPTION OF CAPITAL STOCK

As of September 30, 2002, our authorized capital stock was 200,000,000

shares, all of which may be issued as shares of common stock and up to

15,169,320 of which may be issued as shares of preferred stock. As of that

date, we had 128,108,584 shares of common stock outstanding and no shares of

preferred stock outstanding.

COMMON STOCK

LISTING. Our common stock is listed on the New York Stock Exchange under

the symbol "KEG."

DIVIDENDS. Common stockholders may receive dividends when declared by the

board of directors. Dividends may be paid in cash, stock or another form.

However, certain of our existing debt agreements contain covenants that

currently restrict us from paying dividends. Additionally, in certain cases,

common stockholders may not receive dividends until we have satisfied our

obligations to any preferred stockholders.

FULLY PAID. All outstanding shares of common stock are fully paid and

non-assessable. Any additional common stock we issue will also be fully paid and

non-assessable.

VOTING RIGHTS. Common stockholders are entitled to one vote in the election

of directors and other matters for each share of common stock owned. Common

stockholders are not entitled to preemptive or cumulative voting rights.

OTHER RIGHTS. We will notify common stockholders of any stockholders'

meetings according to applicable law. If we liquidate, dissolve or wind-up our

business, either voluntarily or not, common stockholders will share equally in

the assets remaining after we pay our creditors and preferred stockholders.

TRANSFER AGENT AND REGISTRAR. Our transfer agent and registrar is American

Stock Transfer & Trust Company, New York, New York.

PREFERRED STOCK

Our board of directors can, without approval of our stockholders, issue one

or more series of preferred stock. The board can also determine the number of

shares of each series and the rights, preferences and limitations of each series

including the dividend rights, voting rights, conversion rights, redemption

rights and any liquidation preferences of any series of preferred stock, the

number of shares constituting each series and the terms and conditions of issue.

If we offer preferred stock, the specific terms will be described in a

prospectus supplement, including:

- the specific designation, number of shares, seniority and purchase

price;

- any liquidation preference per share;

- any date of maturity;

- any redemption, repayment or sinking fund provisions;

- any dividend rate or rates and the dates on which any such dividends

will be payable (or the method by which such rates or dates will be

determined);

- any voting rights;

- if other than the currency of the United States, the currency or

currencies including composite currencies in which such preferred

stock is denominated and/or in which payments will or may be payable;

- the method by which amounts in respect of such preferred stock may be

calculated and any commodities, currencies or indices, or value, rate

or price, relevant to such calculation;

- whether such preferred stock is convertible or exchangeable and, if

so, the securities or rights into which such preferred stock is

convertible or exchangeable, and the terms and conditions upon which

such conversions or exchanges will be effected including conversion or

exchange prices or rates, the conversion or exchange period and any

other related provisions;

- the place or places where dividends and other payments on the

preferred stock will be payable; and

- any additional voting, dividend, liquidation, redemption and other

rights, preferences, privileges, limitations and restrictions.

All shares of preferred stock offered will, when issued, be fully paid and

non-assessable.

The transfer agent, registrar, and dividend disbursement agent for a series

of preferred stock will be named in a prospectus supplement. The registrar for

shares of preferred stock will send notices to stockholders of any meetings at

which holders of the preferred stock have the right to elect directors or to

vote on any other matter.

In some cases, the issuance of preferred stock could delay a change in

control of us and make it harder to remove present management. Under certain

circumstances, preferred stock could also restrict dividend payments to common

stockholders.

DESCRIPTION OF WARRANTS

We may issue warrants, including warrants to purchase debt securities,

preferred stock, common stock or other securities. We may issue warrants

independently or together with other securities that may be attached to or

separate from the warrants.

If we issue warrants, we will do so under one or more warrant agreements

between us and a warrant agent that we will name in the prospectus supplement.

The prospectus supplement relating to any warrants being offered will

include specific terms relating to the offering. These terms will include some

or all of the following:

- the title of the warrants;

- the securities into which the warrants are exercisable;

- the exercise price;

- the aggregate number of warrants to be issued;

- the principal amount of securities purchasable upon exercise of each

warrant;

- the price or prices at which each warrant will be issued;

- the procedures for exercising the warrants;

- the date upon which the exercise of warrants will commence; and

- the expiration date, and any other material terms of the warrants.

PLAN OF DISTRIBUTION

We may sell the securities in and outside the United States (1) through

underwriters or dealers, (2) directly to purchasers or (3) through agents. The

prospectus supplement will set forth the following information:

- the terms of the offering;

- the names of any underwriters or agents;

- the name or names of any managing underwriter or underwriters;

- the purchase price of the securities from us;

- the net proceeds we will receive from the sale of the securities;

- any delayed delivery arrangements;

- any underwriting discounts, commissions and other items constituting

underwriters' compensation;

- the initial public offering price;

- any discounts or concessions allowed or reallowed or paid to dealers;

and

- any commissions paid to agents.

SALE THROUGH UNDERWRITERS OR DEALERS

If we use underwriters in the sale of the offered securities, the

underwriters will acquire the securities for their own account. The underwritersunderwriter(s) may resell the securities from time to timeshares of our common stock in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters
To the extent required, this prospectus may offer securities

to the public either through underwriting syndicates represented by onebe amended or more

managing underwriters or directly by one or more firms acting as underwriters.

Unless we inform you otherwise in the prospectus supplement, the obligations of

the underwriters to purchase the securities will be subject to several

conditions, and the underwriters will be obligated to purchase all the offered

securities if they purchase any of them. The underwriters may changesupplemented from time to time to describe a specific plan of distribution, including the names of any underwriters, the purchase price and the proceeds the selling stockholders will receive from the sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

Ifdealers, and any other information we use underwriters in the sale of the offered securities, rules of the

SEC may limit the ability of the underwriters and certain selling group membersbelieve to bid for and purchase our securities until the distribution of the offered

securities is completed. As an exception to these rules, the underwriters are

permitted to engage in certain transactions that stabilize, maintain or

otherwise affect the price of the offered securities.

be material.
In connection with an underwritten offering,distributions of the underwritersshares or otherwise, the selling stockholders may makeenter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the offered securities and may purchase our securities on the

open market to cover positions created by short sales. Short sales involve the

sale by the underwriters of a greater number of securities than they are

required to purchasecommon stock in the offering. "Covered" short sales are made in an

amount not greater thancourse of hedging the over-allotment option we may grant to the

underwriters in connectionpositions they assume with the offering.selling stockholders. The underwriters may close out any

covered short position by either exercising the over-allotment option or

purchasing our securities in the open market. In determining the source of

securities to close out the covered short position, the underwriters will

consider, among other things, the price of securities available for purchase in

the open market as compared to the price at which they may purchase securities

through the over-allotment option. "Naked" short sales are sales in excess of

the over-allotment option. The underwriters must close out any naked short

position by purchasing our securities in the open market. A naked short position

is more likely to be created if the underwriters are concerned that there may be

downward pressure on the price of the securities in the open market after

pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid on certain selling group

members. This means that if the underwriters purchase our securities in the open

market to reduce the selling group members' short position or to stabilize the

price of the securities, they may reclaim the amount of the selling concession

from the selling group members who sold those securities as part of the

offering.

In general, purchases of a security for the purpose of stabilization or to

reduce a short position could cause the price of the security to be higher than

it might be in the absence of those purchases or those purchases could prevent

or retard a decline in the price of the security. The imposition of a penalty

bid might also have an effect on the price of a security to the extent that it

were to discourage resales of the security.

Neither we nor the underwriters will make any representation or prediction

as to the direction or magnitude of any effect that the transactions we describe

above may have on the price of the offered securities. In addition, neither we

nor the underwriters will make any representation that the underwriters will

engage in these transactions or that these transactions, once commenced, will

not be discontinued without notice.

If we use dealers in the sale of securities, we will sell the securities to

them as principals. They may then resell those securities to the public at

varying prices determined by the dealers at the time of resale. We will include

in the prospectus supplement the names of the dealers and the terms of the

transactions.

DIRECT SALES AND SALES THROUGH AGENTS

We may sell the securities directly. In that event, no underwriters or

agents would be involved. Westockholders may also sell the securities throughcommon stock short and redeliver the shares to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In effecting sales, broker-dealers or agents we

designateengaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from timethe selling stockholders in amounts to time. Inbe negotiated immediately prior to the prospectus supplement, we will name any

agent involvedsale.
Any underwriters, broker-dealers or agents who participate in the offersale or saledistribution of the offered securities, and we will

describe any commissions payable by us to the agent. Unless we inform you

otherwise in the prospectus supplement, any agent will agree to use its

reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others

whocommon stock may be deemed to be underwriters“underwriters” within the meaning of Section 2(11) of the Securities Act. In addition, any selling stockholder or affiliate of a selling stockholder that is a registered broker-dealer will be deemed to be an underwriter, unless such selling
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stockholder purchased in the ordinary course of business, and at the time of its purchase of the shares to be resold, did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. As a result, any profits on the sale of the common stock by such selling stockholders and any discounts, commissions or concessions received by it may be deemed to be underwriting discounts and commissions under the Securities Act. Affiliates of selling stockholders who are deemed to be “underwriters” within the meaning of the Securities Act with respectwill be subject to any saleprospectus delivery requirements of those securities. We will describe the Securities Act. Underwriters are subject to certain statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.
The specific terms of thelock-up provisions, if any, such sales in the prospectus supplement.

DELAYED DELIVERY CONTRACTS

If we so indicate in the prospectus supplement, we may authorize agents,

underwriters or dealers to solicit offers from selected typesrespect of institutions to

purchase securities from us at the publicany given offering price under delayed delivery

contracts. These contracts would provide for payment and delivery on a specified

date in the future. The contracts wouldwill be subject only to those conditions described in the applicable prospectus supplement. The prospectus supplement will describe

the commission payable for solicitation of those contracts.

GENERAL INFORMATION

We may have agreements
In order to comply with the agents, dealerssecurities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and underwritersis complied with.
In addition, we will make copies of this prospectus available to indemnity themthe selling stockholders upon reasonable request. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against civilcertain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against certain liabilities, including certain liabilities under the Securities Act,Act.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S. HOLDERS OF SHARES
This section summarizes certain United States federal income and estate tax consequences of the ownership and disposition of shares by anon-U.S. holder. You are anon-U.S. holder if you are, for United States federal income tax purposes:
a nonresident alien individual,
a foreign corporation, or
an estate or trust that in either case is not subject to contributeUnited States federal income tax on a net income basis on income or gain from shares.
This section does not consider the specific facts and circumstances that may be relevant to a particularnon-U.S. holder and does not address the treatment of anon-U.S. holder under the laws of any state, local or foreign taxing jurisdiction. This section is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed regulations, and administrative and judicial interpretations, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.
If a partnership holds the shares, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the shares.
You should consult a tax advisor regarding the United States federal tax consequences of acquiring, holding and disposing of common stock in your particular circumstances, as well as any tax consequences that may arise under the laws of any state, local or foreign taxing jurisdiction.
Dividends
Except as described below, if you are anon-U.S. holder of shares, dividends paid to you are subject to withholding of United States federal income tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, we and other payors will generally be required to withhold at a 30% rate (rather than the lower treaty rate) on dividend payments to you, unless you have furnished to us or another payor:
a valid Internal Revenue Service (“IRS”) FormW-8 or an acceptable substitute form upon which you certify, under penalties of perjury, your status as anon-U.S. person and your entitlement to the lower treaty rate with respect to such payments, or
in the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with U.S. Treasury regulations.
If you are eligible for a reduced rate of United States withholding tax under a tax treaty, you may obtain a refund of any amounts withheld in excess of that rate by filing a refund claim with the agents,

dealersIRS.
If dividends paid to you are “effectively connected” with your conduct of a trade or underwritersbusiness within the United States, and, if required by a tax treaty, the dividends are attributable to a permanent establishment that you maintain in the United States, we and other payors generally are not required to withhold tax from the dividends, provided that you have furnished to us or another payor a valid IRS FormW-8ECI or an acceptable substitute form upon which you represent, under penalties of perjury, that:
you are anon-U.S. person, and
the dividends are effectively connected with your conduct of a trade or business within the United States and are includible in your gross income.
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“Effectively connected” dividends are taxed at rates applicable to United States citizens, resident aliens and domestic United States corporations.
If you are a corporatenon-U.S. holder, “effectively connected” dividends that you receive may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.
Gain on Disposition of Shares
If you are anon-U.S. holder, you generally will not be subject to United States federal income tax on gain that you recognize on a disposition of shares unless:
the gain is “effectively connected” with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis,
you are an individual, you hold the shares as a capital asset, you are present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist, or
we are or have been a United States real property holding corporation for federal income tax purposes and you held, directly or indirectly, at any time during the five-year period ending on the date of disposition, more than 5% of the shares and you are not eligible for any treaty exemption.
If you are a corporatenon-U.S. holder, “effectively connected” gains that you recognize may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.
We have not been, are not and do not anticipate becoming a United States real property holding corporation for United States federal income tax purposes.
FATCA Withholding
Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax (“FATCA withholding”) may be imposed on certain payments to you or to certain foreign financial institutions, investment funds and othernon-U.S. persons receiving payments on your behalf if you or such persons fail to comply with certain information reporting requirements. Such payments will include U.S.-source dividends and the gross proceeds from the sale or other disposition of stock that can produce U.S.-source dividends. Payments of dividends that you receive in respect of shares could be affected by this withholding if you are subject to the FATCA information reporting requirements and fail to comply with them or if you hold shares through anon-U.S. person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments to you would not otherwise have been subject to FATCA withholding). Payments of gross proceeds from a sale or other disposition of shares could also be subject to FATCA withholding unless such disposition occurs before January 1, 2019. You should consult your own tax advisors regarding the relevant U.S. law and other official guidance on FATCA withholding.
Federal Estate Taxes
Shares held by anon-U.S. holder at the time of death will be included in the holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.
Backup Withholding and Information Reporting
If you are anon-U.S. holder, we and other payors are required to report payments of dividends on IRS Form1042-S even if the payments are exempt from withholding. You are otherwise generally exempt from backup withholding and information reporting requirements with respect to dividend payments and the payment of the proceeds from the sale of shares effected at a United States office of a broker provided that either (i) the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished a valid IRS FormW-8 or other documentation upon which the payor or broker may rely to treat the payments as made to anon-U.S. person or (ii) you otherwise establish an exemption.
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Payment of the proceeds from the sale of shares effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States. In addition, certain foreign brokers may be required to make. Agents, dealers and

underwriters mayreport the amount of gross proceeds from the sale or other disposition of shares under FATCA if you are presumed to be customers of, engage in transactions with or perform

services for us ina United States person.
VALIDITY OF THE SECURITIES
Unless the ordinary course of their businesses.

LEGAL MATTERS

Certain legal matters relating toapplicable prospectus supplement indicates otherwise, the validity of the common stock, debt

securities preferred stock and warrantsin respect of which this prospectus is being delivered will be passed upon for Key by PorterSullivan & Hedges,

L.L.P., Houston, Texas.

Cromwell LLP.
EXPERTS
The consolidated financial statements and schedule of Key Energy Services,

Inc. as of June 30, 2002 and 2001, and for eachmanagement’s assessment of the years in the three-year

period ended June 30, 2002, have beeneffectiveness of internal control over financial reporting incorporated by reference herein in this prospectus and elsewhere in the registration statement have been so incorporated by reference in the reliance upon the reportreports of KPMGGrant Thornton LLP, independent registered public accountants, incorporated by

reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.keyenergy.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus. You may also read and copy any document we file at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the operation of the Public Reference Room.
This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
INCORPORATION BY REFERENCE
The audit report coveringSEC allows us to incorporate by reference much of the June 30, 2002, financialinformation we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements refersin this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 001-08038), and any documents we may file pursuant to a changeSections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed, in accountingeach case, other than those documents or the portions of those documents not deemed to be filed:
Annual Report on Form10-K for derivative instruments and hedging

activities inthe fiscal year 2001 and to a change in accounting for goodwill and

other intangible assets in fiscal year 2002.

The consolidated financial statements of Q Services, Inc. at December 31,

2001, and for each of the three years in the period ended December 31, 2001,

which are incorporated2016 (as filed with the SEC on March 2, 2017);
Current Reports on Form8-K filed with the SEC on January 30, 2017, February 2, 2017, February 6, 2017 and March 24, 2017;
The description of our common stock contained in our Registration Statement on Form8-A filed with the SEC on December 15, 2016, including any amendments or reports filed for the purpose of updating such description.
-14-
You may request a copy of these filings, at no cost, by reference into this registration statement on Form S-3

of which this prospectus forms a part, have been audited by Arthur Andersen LLP,

independent auditors, as set forth in their report thereon.

writing or telephoning us at the following address or telephone number:
Key Energy Services, Inc.
1301 McKinney Street, Suite 1800
Houston, Texas 77010
Attn: Investor Relations
(713)651-4300
-15-
KEY ENERGY SERVICES, INC.
6,084,637 SHARES
COMMON STOCK
PROSPECTUS
, 2017
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by Key Energy Services, Inc. (the "Company")to be incurred in connection with the issuancesale and distribution of the securities being registered. Allregistered hereby (except any underwriting discounts and commissions that may be incurred).
SEC registration fee $ 19,442.62
Legal fees and expenses
Accounting fees and expenses
Miscellaneous expenses
Total expenses $ — (1)
(1) Other than the amounts shown are estimates, except the SEC registration

fee.

SEC registration fee.......................................... $ 46,000

Printing expenses............................................. 25,000

Legalfee, these fees and expenses....................................... 15,000

Accounting feesexpenses will be calculated based on the number and expenses.................................. 5,000

Miscellaneous expenses........................................ 16,000

---------

Total.................................................. $ 107,000

=========

manner of offerings and accordingly are not estimated at this time.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Item 15. Indemnification of Directors and Officers.
Reference is made to Section 2-418145 (“Section 145”) of the

Maryland General Corporation Law 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 resultState 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 was improperly received and, in a

derivative action, there shall not beDelaware (the “DGCL”) which provides for 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 for a specific proceeding after determination by the

board of directors, special legal counsel or the stockholders that

indemnification is permissible because the director has met the requisite

standard of conduct.

Article Seventh of the Company's Amended and Restated Articles of

Incorporation, as amended (the "Charter"), provides that the Company shall

indemnify (i) its directors and officers whether servingin certain circumstances.
The Company’s certificate of incorporation (the “Certificate of Incorporation”) contains a provision that is designed to limit the Company or at its

request any other entity,directors’ liability to the full extent required or permitted by the Maryland law, including the advance of expenses under the proceduresDGCL and to the

full extent permitted by law and (ii) other employees and agents to such extent

permitted by law. The foregoing rights of indemnification areany amendments thereto. Specifically, directors will not 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 Maryland law. Furthermore, no director or officer of the Company shall beheld personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, or an officer, except for liability: (i) for a breach of the duty of loyalty to the extentCompany or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of an improper dividend or improper repurchase of the Company’s stock under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The principal effect of the limitation of liability provision is that exculpation froma stockholder is unable to prosecute an action for monetary damages against a director of the Company unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability is not permittedarising in connection with causes of action brought under the Maryland law as in effect

when such breach occurred. No amendmentfederal securities laws. While the Certificate of Incorporation limits the personal liability of directors, it does not eliminate the directors’ duty of care. The inclusion of the Charterlimitation of liability provision in the Certificate of Incorporation may, however, discourage or repealdeter stockholders or management from bringing a lawsuit against directors for a breach of anytheir fiduciary duties, even though such an action, if successful, might otherwise have benefited the Company and its stockholders. This provision should not affect the availability of its

provisions shall limitequitable remedies such as injunction or eliminaterescission based upon a director’s breach of the limitations on liability provided toduty of care.
The Certificate of Incorporation and the bylaws of the Company also provide that the Company will indemnify its directors and officers with respect to acts or omissions occurring prior to such

amendment or repeal.

II-1

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION

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

+1.1 -- Form of Underwriting Agreement

*4.1 -- Form of Senior Indenture

*4.2 -- Form of Subordinated Indenture

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

*12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed

Charges

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

*23.2 -- Consent of KPMG LLP

24.1 -- Power of Attorney (included on signature page)

24.2 -- Power of Attorney for Guarantors (included on signature page)

+25.1 -- Statement of Eligibility of Trustee on Form T-1

- ----------

* Filed herewith.

+the fullest extent permitted by Delaware law. The Company will file as an exhibitis generally required to a current report on Form 8-K (i) any

underwriting agreement relating to the securities offered herebyindemnify its directors and officers for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or (ii) any

Statement of Eligibility and Qualification under the Trust Indenture Act of

1939, as amended,threatened legal proceedings because of the applicable trustee.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)director’s or officer’s position with the Company or another entity for which the director or officer serves at the Company’s request, subject to certain conditions, and to advance funds to its directors and officers to enable them to defend against such proceedings. To file, during any periodreceive indemnification, the director or officer must have acted in good faith and in what was reasonably believed to be a lawful manner in the Company’s best interest. Pursuant to Section 145, the Company maintains directors’ and officers’ liability insurance coverage which offers or sales are being

madeinsures the Company, its subsidiaries and the elected officers and directors of the securities registered hereby, a post-effective

amendmentCompany and its subsidiaries, against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as officers and directors.
Item 16. Exhibits.
The exhibits to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of

the Securities Act of 1933;

(ii) to reflectRegistration Statement are listed in the prospectus any facts or events arising

after the effective date of this registration statement (or

the most recent post-effective amendment thereof)exhibit index, which appears elsewhere herein and is incorporated herein by reference.
II-1
Item 17. Undertakings.
(a) 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;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC 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; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided,however, that 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)paragraphs (a)(1)(i), (ii) and any

deviation from the low or high end of the estimated maximum

offering range may be reflected in the form of prospectus

filed with the Securities and Exchange Commission pursuant

to Rule 424(b) if, in the aggregate, the changes in volume

and price represent no more than a 20% change in the

maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration statement; and

(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 the registration statement;

provided, however, that the undertakings set forth in clauses (i)

and (ii) above do not apply if the information required to be included in a post-effective amendment by those clausesparagraphs is contained in periodic reports filed with or furnished to the SEC by thea registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended (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 of 1933, each such post-effective amendment shall

be deemed to be a new registration statement, relating to the

II-2

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.

(4) That, for the purposes of determining any liability under the

Securities Act of 1933, each filing of the registrant's annual

report pursuant to Section 13(a) or 15(d) of the Securities and

Exchange Act of 1934 (and, where applicable, each filing of an

employee benefit plan's annual report pursuant to Section 15(a)

of the Securities Exchange Act of 1934) that is incorporated by

reference in this 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.

(5) To file an application for the purpose of determining the

eligibility of the trustee to act under subsection (a) of Section

310 of the Trust Indenture Act in accordance with the rules and

regulations prescribed by the Commission under Section 305(b)(2)

of the Trust Indenture Act.

(6) That for purposes of determining any liability under the

Securities Act, the information omitted from the form of

prospectus filed as part of this registration statement in

reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or

497(h) under the Securities Act shall be deemed to be that is part of this registration statement as of the time it was declared

effective.

(7) That for the purpose of determining any liability under the

Securities Act, each post-effective amendment that contains a

form of prospectus 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.

Insofar as indemnification for liabilities arising under the Securities Act

of 1933 may be permitted to our directors, officers and controlling persons

pursuant to the foregoing provisions, or otherwise, we have been advised that in

the opinion of the Commission such indemnification is against public policy as

expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the

event that a claim for indemnification against such liabilities (other than the

payment by us of expenses incurred or paid by our director, officer or

controlling person 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, we 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 them is

against public policy as expressed in the Securities Act of 1933 and will be

governed by the final adjudication of such issue.

statement.
(2) That, for the purposes 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 the time shall be deemed to be the initialbona 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.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof;provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b) 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 initialbona fide offering thereof.
II-2
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any registrant pursuant to the indemnification provisions described herein, or otherwise, each registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such 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, such 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 Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act Key Energy Services,

Inc.of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Hope,Houston, State of PennsylvaniaTexas, on January 30, 2003.

KEY ENERGY SERVICES, INC.

By: /s/ Francis D. John
-----------------------------------
Francis D. John,

Chairmanthis 3^rd day of the Board, President

and Chief Executive Officer

POWER OF ATTORNEY

April, 2017.
KEY ENERGY SERVICES, INC.
By: /s/ J. Marshall Dodson
Name: J. Marshall Dodson
Title: Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended (the

"Securities Act"), this Amendment No. 2 to the registration statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated; and each

of the undersigned officers and directors of Key Energy Services, Inc. hereby

severally constitutes and appoints Francis D. John and Jack D. Loftis, Jr., and

each of them, as true and lawful attorneys-in-fact and agents for the

undersigned, with full power of substitution, 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 attorneys-in-fact and agents, or either of them, may

deem necessary or advisable to enable said corporation to comply with the

Securities Act, 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, and any and all amendments thereto,

including without limitation any registration statements or post-effective

amendment thereof filed under and meeting the requirements of Rule 462(b) under

the Securities Act, hereby ratifying and confirming our signatures as they may

be signed by our attorneys to such Registration Statement and any and all

amendments thereto.

indicated.

SIGNATURES TITLE DATE

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

Signature Title Date
* Chairman of the Board, President January 30, 2003
/s/ FRANCIS D. JOHN
- --------------------- and Chief Executive Officer

Francis D. John (Principal Executive Officer)

April 3, 2017
Philip Norment
* Director January 30, 2003
/s/ DAVID J. BREAZZANO
- ----------------------

David J. Breazzano

Director January 30, 2003
/s/ KEVIN P. COLLINS
- ----------------------
Kevin P. Collins

Director January 29, 2003
/s/ WILLIAM D. FERTIG
- ----------------------

William D. Fertig

Director January 30, 2003
/s/ W. PHILLIP MARCUM
- ----------------------

W. Phillip Marcum

Director January 30, 2003
/s/ J. ROBINSON WEST
- ----------------------

J. Robinson West

Director January 30, 2003
/s/ MORTON WOLKOWITZ
- ----------------------

Morton Wolkowitz

Executive Vice President, January 30, 2003
/s/ ROYCE W. MITCHELL
- ---------------------- Chief Financial Officer and

Royce W. Mitchell Chief Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, each Guarantor

certifies that it has reasonable grounds to believe that it meets all of the

requirements for filing on Form S-3 and has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly

authorized, in the City of New Hope, State of Pennsylvania on January 30, 2003.

BROOKS WELL SERVICING, INC., DAWSON

PRODUCTION ACQUISITION CORP., DAWSON

PRODUCTION MANAGEMENT, INC., DAWSON

PRODUCTION TAYLOR, INC., KALKASKA

OILFIELD SERVICES, INC., KEY ENERGY

DRILLING, INC., KEY ENERGY SERVICES --

CALIFORNIA, INC., KEY ENERGY SERVICES --

SOUTH TEXAS, INC., KEY FOUR CORNERS,

INC., KEY ROCKY MOUNTAIN, INC., ODESSA

EXPLORATION INCORPORATED, WATSON

OILFIELD SERVICE & SUPPLY, INC., WELL-CO

OIL SERVICE, INC., WELLTECH EASTERN,

INC., WELLTECH MID-CONTINENT, INC., YALE

E. KEY, INC., MISR KEY ENERGY SERVICES,

LLC, Q SERVICES, INC., Q.V. SERVICES,

INC., AND UNITRAK SERVICES HOLDING, INC.

By: /s/ JACK D. LOFTIS, JR.
------------------------------------
Jack D. Loftis, Jr., Vice President

DAWSON PRODUCTION PARTNERS, L.P.

By: DAWSON PRODUCTION MANAGEMENT, INC.,

AS SOLE GENERAL PARTNER

BROOKS WELL SERVICING BENEFICIAL, L.P.

By: BROOKS WELL SERVICING, INC.,

AS SOLE GENERAL PARTNER

KEY ENERGY DRILLING BENEFICIAL, L.P.

By: KEY ENERGY DRILLING, INC.,

AS SOLE GENERAL PARTNER

Q.V. SERVICES BENEFICIAL, L.P.

By: Q.V. SERVICES, INC.,

AS SOLE GENERAL PARTNER

UNITRAK SERVICES, L.P.

By: UNITRAK SERVICES HOLDING, INC.,

AS SOLE GENERAL PARTNER

WELLTECH MID-CONTINENT BENEFICIAL, LP

By: WELLTECH MID-CONTINENT, INC.,

AS SOLE GENERAL PARTNER

YALE E. KEY BENEFICIAL, LP

By: YALE E. KEY, INC.,

AS SOLE GENERAL PARTNER

By: /s/ JACK D. LOFTIS, JR.

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

Jack D. Loftis, Jr., Vice President

of each corporate general partner

listed above

Q ENERGY SERVICES, L.L.C.

Q.V. SERVICES, LLC

Q OIL & GAS SERVICES, LLC

BROOKS WELL SERVICING, LLC

KEY ENERGY DRILLING, LLC

UNITRAK SERVICES, LLC

YALE E. KEY, LLC

WELLTECH MID-CONTINENT, LLC

By: /s/ JACK D. LOFTIS, JR.

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

Jack D. Loftis, Jr., Manager of each

limited liability company listed above

AES ACQUISITION, L.P.

QUALITY TUBULAR SERVICES, L.P.

QUALITY OIL FIELD SERVICES, L.P.

Q PRODUCTION SERVICES, L.P.

Q.V. SERVICES OF TEXAS, L.P.

By: Q OIL & GAS SERVICES, LLC, the sole

general partner of each limited

partnership listed above

By: /s/ JACK D. LOFTIS, JR.

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

Jack D. Loftis, Jr., Manager

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended (the

"Securities Act"), this registration statement on Form S-3 has been signed below

by the following persons in the capacities and on the dates indicated; and each

of the undersigned officers and directors of the Guarantors hereby severally

constitutes and appoints Francis D. John and Jack D. Loftis, Jr., and each of

them, as true and lawful attorneys-in-fact and agents for the undersigned, with

full power of substitution, 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 attorneys-in-fact and agents, or either of them, may deem necessary or

advisable to enable said corporation to comply with the Securities Act, 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, and any and all amendments thereto, including

without limitation any registration statements or post-effective amendment

thereof filed under and meeting the requirements of Rule 462(b) under the

Securities Act, hereby ratifying and confirming our signatures as they may be

signed by our attorneys to such Registration Statement and any and all

amendments thereto.

AES ACQUISITION, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL MANAGER

Manager
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------

James J. Byerlotzer

Manager January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

BROOKS WELL SERVICING, INC.

President (Principal Executive January 30, 2003
/s/ JOE EUSTACE
- ------------------------------ Officer)

Joe Eustace

[here]

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

DAWSON PRODUCTION ACQUISITION CORP.

President and Director (Principal January 27, 2003
/s/ JOAN L. DOBRZYNSKI
- ------------------------------ Executive Officer)

Joan L. Dobrzynski

Director January 27, 2003
/s/ LISA OAKES
- ------------------------------

Lisa Oakes

Vice President, Treasurer and January 27, 2003
/s/ FRANCIS B. JACOBS, II
- ------------------------------ Director (Principal Accounting

Francis B. Jacobs, II Officer)

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer)

Royce W. Mitchell

DAWSON PRODUCTION MANAGEMENT, INC.

President, Chief Executive Officer January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------ and Director (Principal Executive

Francis D. John Officer)

Vice President and Treasurer January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

DAWSON PRODUCTION PARTNERS, L.P.

BY: DAWSON PRODUCTION MANAGEMENT, INC. AS SOLE GENERAL PARTNER

President, Chief Executive Officer January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------ and Director (Principal Executive

Francis D. John Officer)

Vice President and Treasurer January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

DAWSON PRODUCTION TAYLOR, INC.

President and Director (Principal January 27, 2003

Executive Officer)
/s/ JOAN L. DOBRZYNSKI
- ------------------------------

Joan L. Dobrzynski

Director January 27, 2003
/s/ LISA OAKES
- ------------------------------

Lisa Oakes

Vice President, Treasurer and January 27, 2003
/s/ FRANCIS B. JACOBS, II
- ------------------------------ Director (Principal Accounting

Francis B. Jacobs, II Officer)

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer)

Royce W. Mitchell

KALKASKA OILFIELD SERVICES, INC.

President (Principal Executive January 30, 2003
/s/ PHIL ALTMAN
- ------------------------------ Officer)

Phil Altman

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY ENERGY DRILLING, INC.

President (Principal Executive January 30, 2003
/s/ STEVEN A. RICHARDS
- ------------------------------ Officer)

Steven A. Richards

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY ENERGY SERVICES -- CALIFORNIA, INC.

President (Principal January 30, 2003
/s/ JAMES D. FLYNT
- ------------------------------ Executive Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY ENERGY SERVICES -- SOUTH TEXAS, INC.

President (Principal Executive January 30, 2003
/s/ JOE EUSTACE
- ------------------------------ Officer)

Joe Eustace

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY FOUR CORNERS, INC.

President (Principal January 30, 2003
/s/ RON FELLABAUM
- ------------------------------ Executive Officer

Ron Fellabaum

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY ROCKY MOUNTAIN, INC.

President (Principal Executive January 30, 2003
/s/ JAMES D. FLYNT
- ------------------------------ Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

ODESSA EXPLORATION INCORPORATED

President January 30, 2003
/s/ W. BRUCE LOWE
- ------------------------------ and Treasurer (Principal

W. Bruce Lowe Executive Officer and Principal

Accounting Officer)

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer)

Royce W. Mitchell

WATSON OILFIELD SERVICE & SUPPLY, INC.

President (Principal Executive January 30, 2003
/s/ JAMES D. FLYNT
- ------------------------------ Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

WELL-CO OIL SERVICE, INC.

President (Principal Executive January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------ Officer)

James J. Byerlotzer

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer)

Royce W. Mitchell

Treasurer and Asst. Secretary January 30, 2003
/s/ MATT SIMMONS
- ------------------------------ (Principal Accounting Officer)

Matt Simmons

WELLTECH EASTERN, INC.

President (Principal Executive January 30, 2003
/s/ MICHAEL R. FURROW
- ------------------------------ Officer)

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT, INC.

President (Principal Executive January 30, 2003
/s/ MICHAEL R. FURROW
- ------------------------------ Officer)

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

BROOKS WELL SERVICING BENEFICIAL, L.P.

BY: BROOKS WELL SERVICING, INC., AS SOLE GENERAL PARTNER

President
/s/ JOE EUSTACE
- ------------------------------ (Principal Executive Officer) January 30, 2003

Joe Eustace

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

BROOKS WELL SERVICING, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer)

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

KEY ENERGY DRILLING BENEFICIAL, L.P.

BY: KEY ENERGY DRILLING, INC., AS SOLE GENERAL PARTNER

President
/s/ STEVEN A. RICHARDS
- ------------------------------ (Principal Executive Officer) January 30, 2003

Steven A. Richards

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

KEY ENERGY DRILLING, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer)

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

MISR KEY ENERGY SERVICES, LLC

April 3, 2017
Robert Drummond President and Chief Executive Officer January 30, 2003
/s/ THOMAS B. MURPHY
- ------------------------------

Thomas B. Murphy

Vice President (Principal Financial January 30, 2003
/s/ ROYCE W. MITCHELL
- ------------------------------ Officer and
(Principal Royce W. Mitchell AccountingExecutive Officer)

BY: KEY ENERGY SERVICES, INC.,

AS SOLE MEMBER

/s/ J. Marshall Dodson Senior Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Q ENERGY SERVICES, L.L.C.

Manager (Principal Executiveand Chief April 3, 2017
J. Marshall Dodson Financial Officer
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Accounting Officer and

Francis D. John Principal Financial Officer) January 30, 2003

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 27, 2003
/s/ JOAN L. DOBRZYNSKI
- ------------------------------

Joan L. Dobrzynski

Q OIL & GAS SERVICES, LLC

Manager
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

Q PRODUCTION SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

Q SERVICES, INC.

President and Director
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

* Vice President and Treasurer
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Controller April 3, 2017
Eddie Picard (Principal Accounting Officer)
* Director April 3, 2017
Sherman K. Edmiston III
* Director April 3, 2017
C. Christopher Gaut
* Director April 3, 2017
Bryan Kelln
* Director April 3, 2017
Jacob Kotzubei

QUALITY OIL FIELD SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

II-4

Manager
/s/ FRANCIS
* Director April 3, 2017
Steven H. Pruett
* Director April 3, 2017
Mary Ann Sigler
* Director April 3, 2017
Scott D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMESVogel
* Director April 3, 2017
H.H. Tripp Wommack, III
*By: /s/ J. BYERLOTZER
- ------------------------------

James Marshall Dodson
J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial OfficerMarshall Dodson
Attorney-in-Fact
II-5
EXHIBIT INDEX
Exhibit
No. Description
3.1 Certificate of Incorporation of Key Energy Services, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Form8-A filed with the SEC on December 15, 2016, FileNo. 001-08038)
3.2 Amended and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

QUALITY TUBULAR SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial OfficerRestatedBy-laws of Key Energy Services, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 2, 2017, FileNo. 001-08038)
4.1 Registration Rights Agreement, dated December 15, 2016, by and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

Q.V. SERVICES, INC.

President
/s/ SCOTT JONES
- ------------------------------ (Principal Executive Officer) January 30, 2003

Scott Jones

Vice Presidentbetween Key Energy Services, Inc. and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

Q.V. SERVICES, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

Q.V. SERVICES BENEFICIAL, L.P.

BY: Q.V. SERVICES, INC., AS SOLE GENERAL PARTNER

President
/s/ SCOTT JONES
- ------------------------------ (Principal Executive Officer) January 30, 2003

Scott Jones

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

Q.V. SERVICES OF TEXAS, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
- ------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
- ------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
- ------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

UNITRAK SERVICES HOLDING, INC.

President
/s/ W. BRUCE LOWE
- ------------------------------ (Principal Executive Officer) January 30, 2003

W. Bruce Lowe

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

UNITRAK SERVICES, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

UNITRAK SERVICES, L.P.

BY: UNITRAK SERVICES HOLDING, INC., AS SOLE GENERAL PARTNER

President
/s/ W. BRUCE LOWE
- ------------------------------ (Principal Executive Officer) January 30, 2003

W. Bruce Lowe

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT BENEFICIAL, L.P.

BY: WELLTECH MID-CONTINENT, INC., AS SOLE GENERAL PARTNER

President
/s/ MICHAEL R. FURROW
- ------------------------------ (Principal Executive Officer) January 30, 2003

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

YALE E. KEY BENEFICIAL, L.P.

BY: YALE E. KEY, INC., AS SOLE GENERAL PARTNER

President
/s/ TOMMY PIPES
- ------------------------------ (Principal Executive Officer) January 30, 2003

Tommy Pipes

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

YALE E. KEY INC.

President
/s/ TOMMY PIPES
- ------------------------------ (Principal Executive Officer) January 30, 2003

Tommy Pipes

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
- ------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
- ------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
- ------------------------------

Phillip M. Burch

YALE E. KEY, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
- ------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
- ------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
- ------------------------------

Michael G. Morgan

EXHIBITS

EXHIBIT NO. DESCRIPTION

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

+1.1 --each investor party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form of Underwriting Agreement

*4.1 -- Form of Senior Indenture

*4.2 -- Form of Subordinated Indenture

*5.1 -- 8-A filed with the SEC on December 15, 2016, FileNo. 001-08038)
5* Opinion of PorterSullivan & Hedges, L.L.P.

*12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed

Charges

23.1 -- Cromwell LLP
23.1** Consent of PorterGrant Thornton, independent registered public accounting firm for the registrant
23.2* Consent of Sullivan & Hedges, L.L.P.Cromwell LLP (included in Exhibit 5.1)

*23.2 -- Consent of KPMG LLP

24.1 5)
24* Power of Attorney (included on signature page)

24.2 -- Power of Attorney for Guarantors (included on signature page)

+25.1 -- Statement of Eligibility of Trustee on Form T-1

- ----------

* Filed herewith.

+ The Company will file as an exhibit to a current report on Form 8-K (i) any

underwriting agreement relating to the securities offered hereby or (ii) any

Statement of Eligibility and Qualification under the Trust Indenture Act of

1939, as amended, of the applicable trustee.
* Previously filed
** Filed herewith
II-6


	Page
ABOUT THIS PROSPECTUS		1
ABOUT KEY ENERGY SERVICES, INC.		2
RISK FACTORS		3
FORWARD-LOOKING STATEMENTS		4
USE OF PROCEEDS		6
SELLING STOCKHOLDERS		7
PLAN OF DISTRIBUTION		10
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S. HOLDERS OF SHARES		12
VALIDITY OF THE SECURITIES		14
EXPERTS		14
WHERE YOU CAN FIND MORE INFORMATION		14
INCORPORATION BY REFERENCE		14


Name of Selling	Shares Beneficially Owned Prior to the Offering⁽¹⁾							Shares Beneficially Owned After the Offering⁽²⁾
Stockholder	Number		Percentage			Shares Offered		Number		Percentage
Contrarian Capital Fund I, L.P.⁽³⁾		1,135,907		5.65	%		1,135,907		0			*
Contrarian Opportunity Fund, L.P.⁽³⁾		558,138		2.78	%		558,138		0			*
Contrarian Dome Du Gouter Master Fund, LP⁽³⁾		229,938		1.14	%		229,938		0			*
Contrarian Centre Street Partnership, L.P.⁽³⁾		223,941		1.11	%		223,941		0			*
Contrarian Capital Trade Claims, L.P.⁽³⁾		87,537			*		87,537		0			*
CCMPension-A, L.L.C.⁽³⁾		64,073			*		64,073		0			*
Contrarian Capital Senior Secured, L.P.⁽³⁾		35,338			*		35,338		0			*
ContrarianAdvantage-B, L.P.⁽³⁾		29,777			*		29,777		0			*
CCMPension-B, L.L.C.⁽³⁾		12,281			*		12,281		0			*
Quantum Partners LP⁽⁴⁾		1,250,728		6.22	%		1,218,749		31,979			*
Silver Point Capital Offshore Master Fund, L.P.⁽⁵⁾		981,861		4.89	%		981,861		0			*
Silver Point Capital Fund, L.P.⁽⁵⁾		157,380			*		157,380		0			*
Goldman, Sachs & Co.⁽⁶⁾		925,447		4.61	%		588,973		336,474		1.67	%
Whitebox Multi-Strategy Partners, LP⁽⁷⁾		228,251		1.14	%		226,162		2,089			*
Whitebox Asymmetric Partners, LP⁽⁷⁾		90,105			*		89,279		826			*
Whitebox Credit Partners, LP⁽⁷⁾		90,068			*		89,243		825			*
Whitebox Relative Value Partners, LP⁽⁷⁾		81,507			*		80,761		746			*
Pandora Select Partners, LP⁽⁷⁾		34,457			*		34,141		316			*
Whitebox GT Fund, LP⁽⁷⁾		16,310			*		16,160		150			*
Scoggin Capital Management II LLC⁽⁸⁾		91,278			*		91,278		0			*
Scoggin International Fund Ltd.⁽⁸⁾		78,975			*		78,975		0			*
Scoggin Worldwide Fund, Ltd.⁽⁹⁾		54,745			*		54,745		0			*


SEC registration fee	$	19,442.62
Legal fees and expenses
Accounting fees and expenses
Miscellaneous expenses
Total expenses	$	—	(1)

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