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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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                                                            Exhibit B to Annex I

                      ARTICLES OF AMENDMENT AND RESTATEMENT

                                       OF

                             KEY ENERGY GROUP, INC.

         Key Energy Group,  Inc., a Maryland  corporation  (the  "Corporation"),
certifies to the Maryland Department of Assessments and Taxation as follows:

         (1) The  Corporation  desires  to amend and  restate  its  Articles  of
Incorporation as are currently in effect in accordance with Section 2-609 of the
Maryland General Corporation Law.

         (2) These Articles of Amendment and Restatement restate,  integrate and
amend provisions of Articles of Incorporation of the Corporation,  as heretofore
amended.

         (3) The Board of  Directors  of the  Corporation,  at a meeting held on
November  __, 1995,  unanimously  adopted a  resolution  that these  Articles of
Amendment and Restatement  shall be submitted for shareholder  approval as being
advisable and in the best interests of the Corporation.

         (4) The  Articles of  Amendment  and  Restatement  were duly adopted by
shareholders  in  accordance   with  Section  2-604  of  the  Maryland   General
Corporation Law.

         (5) The  address  of the  principal  office of the  Corporation  is 257
Livingston Avenue, New Brunswick, New Jersey 08901.

         (6) The name and the address of the resident  agent of the  Corporation
within the State of Maryland is The Prentice-Hall  Corporation System, Maryland,
11 East Chase Street, Baltimore, Maryland 21202.

         The Articles of  Incorporation  are hereby amended and restated to read
in their entirety as follows:

         FIRST:  The original  Articles of Incorporation of the Corporation were
filed with the State  Department  of  Assessments  and  Taxation of the State of
Maryland on April 22,  1977,  and the  Corporation  is duly  incorporated  under
Maryland General Corporation Law.

         SECOND: The name of the corporation is:

                                    Key Energy Group, Inc.

          THIRD:  The purpose of the  Corporation is to engage in any lawful act
or activity for which  corporations  may be organized under the Maryland General
Corporation Law.

                                                       
                                     AI-82