FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Flynt Jim D   2. Issuer Name and Ticker or Trading Symbol KEY ENERGY SERVICES INC [KEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP - Fluid Mgmt Ops (Last) (First) (Middle) 6 DESTA DRIVE, SUITE 4400 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2009 (Street) MIDLAND, TX 79705 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/02/2009   F   2,529 (1) D $ 4.41 (2) 29,542 (3) D   Common Stock 01/02/2009   F   5,028 (4) D $ 4.66 (5) 24,514 (3) D   Common Stock 01/02/2009   M   20,000 A (6) 44,514 (3) D   Common Stock 01/02/2009   D   20,000 D $ 4.66 (6) 24,514 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

(6)

01/02/2009

M

20,000

01/02/2009

12/22/2010

Common Stock

20,000

(6)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Flynt Jim D 6 DESTA DRIVE, SUITE 4400 MIDLAND, TX 79705			SVP - Fluid Mgmt Ops

Signatures

By Kimberly R. Frye, Attorney-in-fact for Jim D. Flynt		01/05/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Payment of tax liability by delivery of stock incident to the vesting on January 2, 2009 of 9,557 shares of restricted stock.
(2)	Vesting price is based on the closing price of common stock on December 31, 2008, pursuant to the company's 1997 Incentive Plan (the "1997 Plan").
(3)	Included 9,557 restricted stock shares granted August 22, 2007 under the 1997 Plan and 19,000 restricted stock shares granted April 10, 2008 under the company's 2007 Equity and Cash Incentive Plan (the "2007 Plan"), all of which vested in full on January 2, 2009 upon the reporting person's end of employment with the company.
(4)	Payment of tax liability by delivery of stock incident to the vesting on January 2, 2009 of 19,000 shares of restricted stock.
(5)	Vesting price is based on the closing price of common stock on January 2, 2009, pursuant to the 2007 Plan.
(6)	Each share of phantom stock was the economic equivalent of one share of the company's common stock, which, pursuant to the plan under which it was granted, was required to be settled in cash based on the closing price on the date such shares vested. 20,000 shares of the reporting person's phantom stock vested on January 2, 2009 and, as required under the plan, was settled in cash.

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