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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549


                                 FORM 10-Q/A


       AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996


                            ROWAN COMPANIES, INC.
                  -----------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                AMENDMENT NO. 1


         The undersigned registrant hereby amends the following item of its
Form 10-Q for the quarter ended March 31, 1996 as set forth in the page
attached hereto:


PART II.  OTHER INFORMATION - Item 4.  Submission of Matters to a Vote of
                                       Security Holders

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         ROWAN COMPANIES, INC.
                                 -------------------------------------      
                                             (Registrant)



                                         By /s/ E. E. THIELE
                                 -------------------------------------
                                        E. E. Thiele
                                        Senior Vice President-Finance,
                                        Administration and Treasurer

Date:    June 11, 1996
   2
          The proxy tabulation furnished to the Company and certified by the
Company's transfer agent and registrar at the April 26, 1996 Annual Stockholders
Meeting was incorrect.  The Company was notified of the error subsequent to the
Annual Meeting and the filing of the Company's Form 10-Q for the quarterly
period ended March 31, 1996.  Therefore, the Company is restating Item 4.
Submission of Matters to a Vote of Security Holders of PART II. OTHER 
INFORMATION to reflect the corrected voting results.


                        PART II.       OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders

         At the Annual Meeting of Stockholders on April 26, 1996, stockholders
         elected the three nominees for Class II Director as set forth in the
         Company's Proxy Statement relating to the Meeting.  With respect to
         such election, proxies were solicited pursuant to Regulation 14 under
         the Securities Exchange Act of 1934 and there was no solicitation in
         opposition to such  nominees.  The following numbers of votes were cast
         as to the Class II Director nominees: Ralph E. Bailey, 71,799,778 votes
         for and 4,786,402 votes against; Honorable Colin B. Moynihan,
         71,500,160 votes for and 5,086,020 votes against; and C. W. Yeargain,
         71,794,709 votes for and 4,791,471 votes against.

         Also at the Meeting, stockholders approved, for consideration by the
         Board of Directors, the following proposals, as set forth in the
         Company's Proxy Statement relating to the Meeting:

                 The proposal pertinent to declassifying the Company's Board of
                 Directors received 50,566,521 votes in the affirmative, or
                 59.5% of the 85,017,535 shares of record. Shares voted against
                 the proposal aggregated 24,529,788, including 7,213,346 of
                 non-votes.  Shares abstaining from voting totaled 1,489,871.
        
                 The proposal pertinent to matters associated with the
                 Company's Stockholders Rights Agreement received 56,405,224
                 votes in the affirmative, or 66.3% of the 85,017,535          
                 shares of record.  Shares voted against the proposal
                 aggregated 19,931,278, including 7,213,346 of non-votes. 
                 Shares abstaining from voting totaled 249,678.