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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                     ITEM 3: ELECTION OF BOARD OF DIRECTORS

         Another purpose of the Key Special Meeting is the election of the Board
of Directors of Key, including, assuming consummation of the Merger, two persons
nominated by WellTech.  It is proposed that proxies for the Key Special  Meeting
not limited to the contrary  will be voted to elect  Messrs.  John,  Greenfield,
Manly and Wolkowitz, four of the current members of the Board of Directors, and,
if the Merger is consummated,  to elect Messrs. Collins and Marcum, the WellTech
Nominees. If the Merger is not consummated,  it is proposed that proxies for the
Key Special  Meeting  will be voted to elect Mr.  Edwards in addition to Messrs.
John, Greenfield, Manly and Wolkowitz and Messrs. Collins and Marcum will not be
elected to the Board.

         In connection  with Key's  acquisition of WellTech's West Texas assets,
WellTech was granted the right to designate  one nominee to serve on Key's Board
of Directors.  WellTech's nominee resigned from Key's Board effective August 29,
1995.  If the  Merger is not  consummated,  WellTech  will  retain  the right to
designate one nominee to serve on Key's Board.

         The Board of Directors of Key meets to review significant  developments
affecting Key and to act on matters requiring Board approval.  During the fiscal
year ended June 30,  1995,  the Board of  Directors  held 4 meetings,  including
regular, special and telephonic meetings. Each director attended at least 75% of
the  aggregate  of the total  number of  meetings  of the Board held  during the
period for which he has been a director and any committee on which such director
served during the periods that he served.

         Committees of the Board.  In order to facilitate the various  functions
of the Board of  Directors,  the  Board  has  created  an Audit  Committee,  the
Compensation  Committee  and  an  Executive  Committee.  There  is  no  standing
Nominating Committee of the Board.

         The Audit  Committee  meets with Key's  independent  auditors  at least
twice annually to review  financial  results,  internal  financial  controls and
procedures, audit plans and recommendations. The Audit Committee also recommends
the  selection,  retention or termination  of  independent  public  accountants,
approves  services  provided  by the  independent  public  accountants  prior to
providing such services,  and evaluates the possible effect  performance of such
services will have on their independence. Messrs. Greenfield and Wolkowitz serve
on the  Audit  Committee  with Mr.  Wolkowitz  serving  as  Chairman.  The Audit
Committee  held two  meetings  during  fiscal  year 1995  concerning  audits and
financial  statements  in  conjunction  with  meetings  of the  entire  Board of
Directors.

         The Compensation  Committee recommends to the Board the compensation of
Executive  Officers  and  Directors  and the  adoption  of stock grant and stock
option  plans by Key and  approves  stock  grants  and  stock  options.  Messrs.
Greenfield,  Manly and Wolkowitz serve on the  Compensation and Stock Grant Plan
Committee with Mr.  Wolkowitz  serving as Chairman.  The  Compensation and Stock
Grant Plan  Committee  held six meetings  during fiscal year 1995 in conjunction
with meetings of the entire Board of Directors.

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