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                                                                      EXHIBIT 3a

                              ROWAN COMPANIES, INC.

                                 Amendment Dated
                              April 28, 2000 to the
                             Bylaws of the Company,
                                   as Amended

         Section 2 of Article III of the Company's Bylaws has been amended to
         read in its entirety as follows;

                  Section 2. Classes of Directors and Term of Office. As
         provided in the Certificate of Incorporation, the Board of Directors
         shall be and is divided into three classes, Class I, Class II and Class
         III, which shall be as nearly equal in number as possible. Each
         director shall serve for a term ending on the date of the third annual
         meeting following the annual meeting at which such class of directors
         of which he is a member was elected. Effective as of April 28, 2000,
         Class I shall have four directors and Class II and Class III shall have
         three directors each. Each director shall serve until his successor is
         elected and qualified or until death, retirement, resignation or
         removal for cause.