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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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                                 AMENDMENT NO. 2

                                       to

                          AGREEMENT AND PLAN OF MERGER



         THIS AMENDMENT NO. 2 to AGREEMENT AND PLAN OF MERGER dated November 18,
1995 (the  "Agreement")  by and  between  Key  Energy  Group,  Inc.  a  Maryland
corporation ("Key"), and WellTech, Inc., a Delaware corporation ("WellTech"), is
made and entered into as of this 29th day of February, 1996.

                                   WITNESSETH:

         WHEREAS,  capitalized  terms used herein without  definition shall have
the meanings ascribed to them in the Agreement; and

         WHEREAS, the parties have determined that it is necessary and advisable
and in their mutual best interests to amend certain provisions of the Agreement.

         NOW THEREFORE,  in consideration of the premises,  the mutual covenants
and agreements herein contained and other good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

         1. The first  sentence of the third  paragraph of Section 8.1(d) of the
Agreement is hereby amended as follows:

         Delete  "February  29,  1996"  and  insert  "March  29,  1996" in place
thereof.

                                     AI-108