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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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an  increase  in the number of  directors.  A  director  elected by the Board of
Directors  to fill a vacancy  shall  serve  until  the next  annual  meeting  of
stockholders and until his or her successor is elected and qualifies.

         SECTION 2.06.  Regular Meetings.  After each meeting of stockholders at
which  directors  shall have been elected,  the Board of Directors shall meet as
soon as practicable for the purpose of organization and the transaction of other
business.  In the event that no other time and place are specified by resolution
of the  Board,  the  Chairman  of the  Board or the  President,  with  notice in
accordance  with Section  2.08,  the Board of Directors  shall meet  immediately
following  the close of, and at the place of, such  stockholders'  meeting.  Any
other regular  meeting of the Board of Directors  shall be held on such date and
at any place as may be designated from time to time by the Board of Directors.

         SECTION  2.07.  Special  Meetings.  Special  meetings  of the  Board of
Directors  may be  called  at any  time  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 with or without a meeting.  A special  meeting of the Board of Directors
shall be held on such  date and at any place as may be  designated  from time to
time by the Board of Directors. In the absence of designation such meeting shall
be held at such place as may be designated in the call.

         SECTION  2.08.  Notice of  Meeting.  No notice  shall be  required  for
regular  meetings  for  which  the time and place  have  been  fixed.  Except as
provided in Section 2.07,  the  Secretary  shall give notice to each director of
each special meeting of the Board of Directors.  The notice shall state the time
and place of the  meeting.  Notice is given to a director  when it is  delivered
personally  to him or her,  left  at his or her  residence  or  usual  place  of
business, or sent by telegram,  cablegram,  datagram,  facsimile transmission or
other means of electronic  transmission  or telephone,  at least 24 hours before
the time of the meeting or, in the alternative, by mail to his or her address as
it shall appear on the records of the Corporation,  at least 72 hours before the
time of the  meeting.  Unless  Maryland  Law, the  Charter,  these  By-Laws or a
resolution  of the Board of Directors  provides  otherwise,  the notice need not
state the business to be transacted at or the purposes of any regular or special
meeting  of the Board of  Directors.  No notice of any  meeting  of the Board of
Directors  need be given to any  director  who attends  except  where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because  the meeting is not  lawfully  called or  convened,  or to any
director  who,  in writing  executed  and filed with the  records of the meeting
either before or after the holding thereof,  waives such notice.  Any meeting of
the Board of  Directors,  regular or special,  may adjourn  from time to time to
reconvene  at the same or some other  place,  and no notice need be given of any
such adjourned meeting other than by announcement.


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