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                                                                      Exhibit 3a



                             ROWAN COMPANIES, INC.

                                Amendment Dated
                             April 25, 1997 to the
                             Bylaws of the Company,
                                   as Amended





        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 25, 1997, Class I and Class II shall have three directors and Class
III shall have two directors.  Each director shall serve until his successor is
elected and qualified or until death, retirement, resignation or removal for
cause.