Sec Form 4 Filing - Flynt Jim D @ KEY ENERGY SERVICES INC - 2009-01-02

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 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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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 (MM/DD/YY) 01/02/2009 (Street) MIDLAND, TX79705 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 44,514 ( 3 ) D Common Stock 01/02/2009 D 20,000 D $ 4.66 ( 6 ) 24,514 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Foll owing 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, TX79705 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:

( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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