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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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         the use of moneys for purchase or redemption of,  any  stock of the  
         Corporation,  or upon any  other  action of the Corporation, including
         action under this sub- paragraph,  and, if so, the terms and conditions
         thereof.

                  (8) Any other  preferences,  rights,  restrictions,  including
         restrictions on  transferability,  and qualifications of shares of such
         class or series, not inconsistent with the Maryland General Corporation
         Law or any other  statutory or decisional law of the State of Maryland,
         now or hereafter in force ("Maryland Law") and the Charter.

         (d) For the purposes  hereof and of any articles  supplementary  to the
Charter providing for the  classification or  reclassification  of any shares of
capital  stock or of any  other  charter  document  of the  Corporation  (unless
otherwise  provided in any such  articles or  document),  any class or series of
stock of the Corporation shall be deemed to rank:

                  (1) prior to another class or series either as to dividends or
         upon  liquidation,  if the  holders  of such  class or series  shall be
         entitled to the receipt of  dividends  or of amounts  distributable  on
         liquidation,  dissolution  or  winding  up,  as the  case  may  be,  in
         preference or priority to holders of such other class or series;

                  (2) on a  parity  with  another  class  or  series  either  as
         dividends  or upon  liquidation,  whether  or not the  dividend  rates,
         dividend  payment dates or redemption  or  liquidation  price per share
         thereof be different from those of such others,  if the holders of such
         class or series of stock shall be entitled to receipt of  dividends  or
         amounts  distributable upon liquidation,  dissolution or winding up, as
         the case may be, in proportion to their  respective  dividend  rates or
         redemption or liquidation  prices,  without preference or priority over
         the holders of such other class or series; and

                  (3) junior to another  class or series  either as to dividends
         or upon  liquidation,  if the  rights of the  holders  of such class or
         series shall be subject or  subordinate to the rights of the holders of
         such other  class or series in respect of the receipt of  dividends  or
         the amounts distributable upon liquidation,  dissolution or winding up,
         as the case may be.

         (e) Anything in this Article FIFTH to the contrary notwithstanding,  in
no event shall any shares of capital stock entitle the holder  thereof,  and the
Board of Directors  shall have no power or  authority to authorize  the issue of
any shares of capital stock entitling the holder thereof,  to more than (1) vote
per share.

         SIXTH: The number of directors of the Corporation  shall be five, which
number may be increased or decreased pursuant to the By-Laws of the Corporation,
but shall never be less than the minimum  number  permitted by Maryland Law. The
names of the  directors  who will serve until the next annual  meeting and until
their successors are elected and qualify are as follows:



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