1
                                                                      EXHIBIT 3a

                              ROWAN COMPANIES, INC.

                                 Amendment Dated
                              April 27, 2001 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 27, 2001, each class of
                  directors, Class I, Class II and Class III, shall
                  have three directors. Each director shall serve until
                  his successor is elected and qualified or until
                  death, retirement, resignation or removal for cause.