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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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                                   ARTICLE IV.

                                    OFFICERS

         SECTION 4.01. Executive and Other Officers.  The Corporation shall have
a President,  a Secretary,  and a Treasurer.  It may also have a Chairman of the
Board. The Board of Directors shall designate who shall serve as chief executive
officer,  who shall have general  supervision of the business and affairs of the
Corporation,  and may  designate  a chief  operating  officer,  who  shall  have
supervision  of the  operations  of the  Corporation,  subject to the rights and
authority of the chief executive  officer.  In the absence of any designation by
the Board of Directors,  the Chairman of the Board, if there be one, shall serve
as chief  executive  officer and the  President  shall serve as chief  operating
officer.  In the absence of the Chairman of the Board,  or if there be none, the
President  shall be the chief executive  officer.  The same person may hold both
offices.  The Corporation may also have one or more  Vice-Presidents,  assistant
officers,  and subordinate  officers as may be established  from time to time by
the  Board  of  Directors.  A person  may  hold  more  than  one  office  in the
Corporation  except that no person may serve  concurrently as both President and
Vice- President of the Corporation.  The Chairman of the Board, if there be one,
and the President, if designated as the chief executive officer, shall each be a
director; the other officers may be directors.

         SECTION 4.02.  Chairman of the Board. The Chairman of the Board, if one
be elected,  shall  preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present.  Unless otherwise specified by
the Board of Directors,  he or she shall be the chief  executive  officer of the
Corporation  and  shall  perform  the  duties  customarily  performed  by  chief
executive  officers  and  may  execute,  in the  name  of the  Corporation,  all
authorized deeds,  mortgages,  bonds, contracts or other instruments,  except in
cases in which the  signing  and  execution  thereof  shall have been  expressly
delegated to some other officer or agent of the Corporation.  In general,  he or
she may perform any duties of a chairman of the board and, if so  designated,  a
chief executive  officer and shall perform such other duties and have such other
powers  as are  from  time  to  time  assigned  to him  or her by the  Board  of
Directors.

         SECTION 4.03.  President.  Unless otherwise  specified by resolution of
the Board of  Directors,  the  President,  in the absence of the Chairman of the
Board,  shall  preside  at all  meetings  of the Board of  Directors  and of the
stockholders at which he or she shall be present.  Unless otherwise specified by
the Board of Directors,  the President shall be the chief  operating  officer of
the Corporation and perform the duties customarily  performed by chief operating
officers, and may execute, in the name of the Corporation, all authorized deeds,
mortgages,  bonds, contracts or other instruments,  except in cases in which the
signing and execution thereof shall have been expressly  delegated to some other
officer or agent of the  Corporation.  In general,  he or she shall perform such

                                     AI-96