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                                                                     Exhibit 10c

                             ROWAN COMPANIES, INC.

                                Amendment No. 5
                              Dated April 25, 1997
                                     to the
                           1986 Convertible Debenture
                           Incentive Plan As Amended



         Resolution adopted by the registrant's Board of Directors on April 25,
1997:

RESOLVED that, Section 3.04 of the Plan is hereby amended effective as of April
25, 1997 to read as follows:

                 "Transfer and Pledge of Debentures.  A Purchaser may not sell,
         assign, transfer, pledge, hypothecate or otherwise dispose of a
         Debenture except by (1) will or the laws of descent and distribution
         or (2) a pledge ("Permitted Pledge") of Debentures to a lender (which
         may be the Company if a loan is made pursuant to Section 8 hereof) as
         security for loans to provide all or part of the financing to purchase
         the Debentures, or (3), with respect to a Series III Debenture, a
         transfer to (a) the spouse, children or grandchildren of the employee
         ("Immediate Family Members"), (b) a trust or trusts for the exclusive
         benefit of the Immediate Family Members and, if applicable, the
         employee, (c) a partnership or limited liability company in which such
         Immediate Family Members and, if applicable, the employee are the only
         partners or members, or (d) an organization that has been determined
         by the Internal Revenue Service to be exempt under Section 501(c)(3)
         of the Internal Revenue Code (a "Permitted Transfer").  If such loan
         shall be made by other than the Company, the Purchaser shall give
         advance written notice to the Company prior to making any Permitted
         Pledge and the Purchaser and such lender shall give notice of
         discharge of any Debenture from a Permitted Pledge, which notice shall
         be conclusive evidence that the conversion privilege with respect to
         such Debenture will again be exercisable subject to the provisions of
         Section 3.03.  If a Permitted Transfer is made, such transferred
         Debenture shall continue to be subject to the same terms and
         conditions as were applicable to the Debenture immediately prior to
         transfer, including any Permitted Pledge, and in no event shall any
         transfer of a Debenture be made, unless the Transferee acknowledges
         the terms and conditions applicable to the Debenture in a form that is
         satisfactory to the Company."