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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 C to Annex I




                                     BY-LAWS

                                       OF

                             KEY ENERGY GROUP, INC.
                             a Maryland corporation


                                   ARTICLE I.

                                  STOCKHOLDERS

         SECTION 1.01.  Annual  Meeting.  The  Corporation  shall hold an annual
meeting of its  stockholders  to elect directors and transact any other business
within its powers,  either on the first Thursday of November in each year if not
a legal  holiday,  or on such other day as shall be  determined  by the Board of
Directors.  Except as the Articles of Incorporation of the Corporation,  as from
time to time amended (the "Charter"), or the Maryland General Corporation Law or
any  other  law,  statutory  or  decisional,  of the  State of  Maryland  now or
hereafter  in  force  (collectively,  "Maryland  Law")  provide  otherwise,  any
business  may be  considered  at an annual  meeting  without  the purpose of the
meeting having been  specified in the notice.  Failure to hold an annual meeting
shall not invalidate the  Corporation's  existence or affect any otherwise valid
corporate acts.

         SECTION  1.02.  Special  Meeting.  At any time in the interval  between
annual  meetings,  a special  meeting of the  stockholders  may be called by the
Chairman  of the  Board  or the  President  or by a  majority  of the  Board  of
Directors by vote at a meeting or in writing  (addressed to the Secretary of the
Corporation)  with or without a meeting.  Special  meetings of the  stockholders
shall be called by the Secretary on the written request of stockholders entitled
to cast at least twenty-five  percent (25%) percent of all the votes entitled to
be cast at the meeting.  A request for a special meeting shall state the purpose
of the  meeting and the  matters  proposed  to be acted on at it. The  Secretary
shall inform the stockholders  who make the request of the reasonably  estimated
costs of  preparing  and mailing  notice of the meeting and, on payment of these
costs to the  Corporation,  notify  each  stockholder  entitled to notice of the
meeting. Unless requested by stockholders entitled to cast a majority of all the
votes entitled to be cast at the meeting, the special meeting need not be called
to consider any matter which is  substantially  the same as a matter voted on at
any special meeting of stockholders held in the preceding twelve months.

         SECTION 1.03. Place of Meetings.  Meetings of the stockholders shall be
held at such place in the United States as is set from time to time by the Board
of Directors or, in the case of a meeting called by the stockholders,  as set by
such stockholders.

                                     AI-89