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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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other duties  customarily  performed by a president of a  corporation  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 or the chief executive  officer
of the Corporation.

         SECTION 4.04. Vice Presidents.  The Vice-President or Vice- Presidents,
at the  request  of the chief  executive  officer  or the  President,  or in the
President's  absence or during his or her  inability to act,  shall  perform the
duties and exercise the  functions  of the  President,  and when so acting shall
have the powers of the President. If there be more than one Vice-President,  the
Board of Directors may determine which one or more of the Vice- Presidents shall
perform  any of  such  duties  or  exercise  any of such  functions,  or if such
determination  is not  made by the  Board  of  Directors,  the  chief  executive
officer,  or if he or she  shall  fail to do so,  the  President  may make  such
determination;  otherwise  any of the  Vice-Presidents  may  perform any of such
duties or exercise any of such functions. Each Vice-President shall perform such
other duties and have such other powers,  and have such  additional  descriptive
designations in their titles (if any), as are from time to time assigned to them
by the Board of Directors, the chief executive officer, or the President.

         SECTION 4.05.  Secretary.  The Secretary  shall keep the minutes of the
meetings of the  stockholders,  of the Board of Directors and of any committees,
in books provided for the purpose; he or she shall see that all notices are duly
given in  accordance  with the  provisions  of the  By-Laws  or as  required  by
Maryland Law; he or she shall be custodian of the records of the Corporation; he
or she may witness any document on behalf of the  Corporation,  the execution of
which is duly  authorized,  see that the  corporate  seal is affixed  where such
document is required or desired to be under its seal, and, when so affixed,  may
attest  the  same.  In  general,  he or she  shall  perform  such  other  duties
customarily  performed by a secretary of a  corporation,  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, the chief executive officer, or the President.

         SECTION  4.06.  Treasurer.  The  Treasurer  shall have charge of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Corporation,  and shall  deposit,  or cause to be deposited,  in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other  depositories as shall,  from time to time, be selected by the Board of
Directors;  he or she shall render to the chief executive officer, the President
and the Board of  Directors,  whenever  requested,  an account of the  financial
condition of the  Corporation.  In general,  he or she shall  perform such other
duties customarily performed by a treasurer of a corporation,  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,  the chief  executive  officer,  or the
President.  Unless otherwise specified by the Board of Directors,  the Treasurer
shall be the chief  financial  officer  and, in the absence of the election of a
Controller, the chief accounting officer of the Corporation.

                                     AI-97