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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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day the record date is fixed nor, subject to Section 1.06 of these By-Laws, more
than ninety days before the date on which the action requiring the determination
will be taken;  the  transfer  books may not be closed for a period  longer than
twenty days; and, in the case of a meeting of  stockholders,  the record date or
the closing of the transfer  books shall be at least ten days before the date of
the meeting.  If a record date is not set, and, if the stock  transfer books are
not closed, the record date for determining  stockholders  entitled to notice of
or to vote at a meeting of  stockholders  shall be the later of (i) the close of
business  on the day on  which  notice  of the  meeting  is  mailed  or (ii) the
thirtieth day before the meeting.  Except as otherwise  required by Maryland Law
or the Charter, the record date for determining stockholders entitled to receive
payment  of a  dividend  or an  allotment  of any  rights  shall be the close of
business on the day on which the resolution of the Board of Directors  declaring
the  dividend  or  allotment  of  rights is  adopted,  but any such  payment  or
allotment  shall not be made more than  sixty  days  after the date on which the
resolution is adopted.

         SECTION 6.04.  Stock Ledger.  The  Corporation  shall  maintain a stock
ledger which contains the name and address of each stockholder and the number of
shares of stock of each class which the stockholder  holds. The stock ledger may
be in  written  form or in any  other  form  which  can be  converted  within  a
reasonable  time into  written  form for visual  inspection.  The  original or a
duplicate of the stock  ledger shall be kept at the offices of a transfer  agent
for the  particular  class or  series of stock,  or, if none,  at the  principal
office  in the State of  Maryland  or the  principal  executive  offices  of the
Corporation.

         SECTION  6.05.   Certification  of  Beneficial  Owners.  The  Board  of
Directors  may adopt by  resolution  a procedure by which a  stockholder  of the
Corporation may certify in writing to the  Corporation  that any shares of stock
registered  in the  name  of the  stockholder  are  held  for the  account  of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may certify,  the purpose for which the  certification
may be made, the form of  certification  and the  information to be contained in
it, if the  certification  is with  respect  to a record  date or closing of the
stock  transfer  books,  the time after the record dates or closing of the stock
transfer  books  within  which  the  certification   must  be  received  by  the
Corporation,  and any other  provisions  with respect to the procedure which the
Board  considers  necessary or desirable.  On receipt of a  certification  which
complies with the procedure adopted by the Board of Directors in accordance with
this Section,  the person specified in the certification is, for the purpose set
forth in the certification, the holder of record of the specified stock in place
of the stockholder who makes the certification.

          SECTION  6.06.  Lost Stock  Certificates.  The Board of Directors  may
determine the  conditions  for issuing a new stock  certificate  in place of one
which is  alleged  to have  been  lost,  stolen  or  destroyed,  or the Board of

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