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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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Directors may delegate such power to any officer or officers of the Corporation.
In their  discretion,  the Board of  Directors  or such  officer or officers may
require the owner of the certificate to give bond, with  sufficient  surety,  to
indemnify the  Corporation  against any loss or claim arising as a result of the
issuance of a new certificate or refuse to issue such new certificate  save upon
the order of some court having jurisdiction.

         SECTION 6.07.  Fractional  Shares  Interests.  The Corporation may, but
shall  not be  obliged  to,  issue  fractional  shares  of  stock,  eliminate  a
fractional  interest by rounding  off to a full share of stock,  arrange for the
disposition of a fractional  interest by the person entitled to it, pay cash for
the fair value of a fractional share of stock determined as of the time when the
person entitled to receive it is determined, or issue scrip or other evidence of
ownership  which  shall  entitle  its  holder to  exchange  such  scrip or other
evidence  of  ownership  aggregating  a  full  share  for  a  certificate  which
represents the shares,  but such scrip or other evidence of ownership shall not,
unless otherwise  provided,  entitle the holder to exercise any voting right, or
to  receive  dividends  thereon  or to  participate  in any of the assets of the
corporation in the event of  liquidation.  The Board of Directors may impose any
reasonable condition on the issuance of scrip or other evidence of ownership may
cause such scrip or evidence of ownership to be issued  subject to the condition
that it shall become void if not exchanged for a certificate representing a full
share of stock  before a  specified  date or subject to the  condition  that the
shares for which such scrip or evidence of ownership is exchangeable may be sold
by the Corporation and the proceeds  thereof  distributed to the holders of such
scrip or evidence of ownership, or subject to a provision for forfeiture of such
proceeds  to the  Corporation  if not  claimed  within a period of not less than
three  years  from the  date  the  scrip or  other  evidence  of  ownership  was
originally issued.


                                  ARTICLE VII.

                                     FINANCE

         SECTION 7.01. Checks,  Drafts,  Etc. All checks,  drafts and orders for
the payment of money,  notes and other evidences of indebtedness,  issued in the
name of the Corporation,  shall,  unless otherwise provided by resolution of the
Board of Directors,  be signed by the chief executive officer, the President,  a
Vice-  President  or  an  Assistant  Vice-President  and  countersigned  by  the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

         SECTION 7.02. Annual Statement of Affairs.  The chief executive officer
or chief financial  officer shall prepare,  or cause to be prepared,  annually a
full and correct  statement  of the  financial  affairs of the  Corporation,  to
include  a balance  sheet and  statements  of  operations  and cash flow for the
preceding fiscal year. The statement of affairs shall be submitted at the annual

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