EXHIBIT 10.2

                               SECOND AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

    THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT, as amended by the FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this "AMENDMENT") is entered into as of the 28th day of
October, 2002 by and between FRANCIS D. JOHN, residing at 6731 Paxon Road,
Solebury, Pennsylvania 18963 (the "EXECUTIVE"), and KEY ENERGY SERVICES,
INC., a Maryland corporation with its principal executive offices at 6 Desta
Drive, Midland, Texas 79705 (the "COMPANY").

                                    RECITALS

    A.  The Company and the Executive previously entered into the Second
Amended and Restated Employment Agreement dated as of October 16, 2001, as
amended by the First Amendment to Second Amended and Restated Employment
dated as of December 31, 2001, as now in effect (as amended, the "EMPLOYMENT
AGREEMENT"), pursuant to which the Executive serves as Chairman of the Board,
President and Chief Executive Officer of the Company.

    B.  The Company and the Executive wish to amend the Employment Agreement
as set forth herein.

                                   AGREEMENT

    NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the Company and the Executive hereby agree as follows:

1.  AMENDMENTS TO EMPLOYMENT AGREEMENT. Effective as of October 16, 2001
(and therefore, under the terms of the Employment Agreement, effective with
respect to the Executive's employment by the Company as of July 1, 2001), the
Employment Agreement is hereby amended as follows:

    (a)  Section 5(h) of the Employment Agreement is hereby amended to read
in its entirety as follows:

         "(h)  {INTENTIONALLY DELETED}."

    (b)  Section 5(e)(i) of the Employment Agreement is hereby amended to
read in its entirety as follows:

         "(i)  In the event the Executive's employment hereunder is terminated
    pursuant to Section 5(b)(iii), (iv), (vi) or (vii) hereof, the Executive
    shall be entitled to severance compensation in an aggregate amount equal to
    three times the Final Average Compensation, payable in a lump sum on the
    date such termination occurs."



2.  MISCELLANEOUS.

    (a)  The headings contained in this Amendment are for reference purposes
only and shall in no way affect the meaning or interpretation of this
Amendment. In this Amendment, as the context may require, the singular
includes the plural and the singular, the masculine gender includes both male
and female reference, the word "or" is used in the inclusive sense and the
words "including," "includes," and "included" shall not be limiting.

    (b)  This Amendment may be executed in duplicate counterparts, each of
which shall be deemed to be an original and all of which, taken together,
shall constitute one agreement.

    (c)  Except as specifically amended hereby, the Employment Agreement
shall remain unmodified unless and until it is further modified in accordance
with the terms and conditions thereof, and the Employment Agreement, as
amended hereby (the "AMENDED EMPLOYMENT AGREEMENT"), is hereby confirmed as
being in full force and effect.

    (d)  This Amendment and the Amended Employment Agreement shall be binding
upon and inure to the benefit of the successors and permitted assigns of the
respective parties hereto in accordance with the terms and provisions of the
Amended Employment Agreement.

    (e)  This Amendment will be governed and construed in accordance with the
law of Pennsylvania applicable to agreements made and to be performed
entirely within such state, without giving effect to the conflicts of laws
principles thereof.

    (f)  The Company and the Executive each acknowledge and agree that this
Amendment has been reviewed and negotiated by such party and its or his
counsel, who have contributed to its revision, and the normal rule of
construction, to the effect that any ambiguities are resolved against the
drafting party, shall not be employed in the interpretation of it.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                       KEY ENERGY SERVICES, INC.

                                       By:  /s/ David J. Breazzano
                                           ------------------------------
                                            David J. Breazzano, Chairman
                                            of the Compensation Committee


                                        /s/ FRANCIS D. JOHN
                                       ----------------------------------
                                       FRANCIS D. JOHN


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