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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As filed with the Securities and Exchange Commission on March&nbsp;28, 2006</B>
</DIV>

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    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top"><B>Registration No.&nbsp;333-</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Rowan Companies, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>75-0759420</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
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<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>2800 Post Oak Blvd., Suite&nbsp;5450<BR>
Houston, Texas</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
<B>77056-6127</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
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</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>2005 Rowan Companies, Inc.<BR>
Long-Term Incentive Plan</B><BR>
(Full title of the plan)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>D. F. McNease<BR>
Rowan Companies, Inc.<BR>
2800 Post Oak Blvd., Suite&nbsp;5450<BR>
Houston, Texas 77056-6127</B><BR>
(Name and address of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(713)&nbsp;621-7800</B><BR>
(Telephone number, including area code, of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B><I>Copies to:</I></B><BR>
<B>Robert V. Jewell<BR>
Andrews Kurth LLP<BR>
600 Travis, Suite&nbsp;4200<BR>
Houston, Texas 77002<BR>
(713)&nbsp;220-4200</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

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    <TD width="7%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
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    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of securities</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>to be registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered (1)(2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>per share (3)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>fee</B></TD>
    <TD width="1%">&nbsp;</TD>
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                    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, par
value $0.125 per share
(4)
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 2px solid #000000">3,400,000&nbsp;shares
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">40.14</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">136,476,000</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">14,602.93</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 416(a) under the Securities Act, there is also being registered such
additional number of shares of Common Stock that become available under the plan because of
events such as recapitalizations, stock dividends, stock splits or similar transactions
effected without the receipt of consideration that increases the number of outstanding shares
of common stock.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents shares of Common Stock reserved for issuance under the 2005 Rowan Companies, Inc.
Long-Term Incentive Plan and 429,800 shares of common stock effectively issued prior to the
date hereof under the 2005 Rowan Companies, Inc. Long-Term Incentive Plan.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The registration fee for such shares was calculated in accordance with Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange Composition Tape on March&nbsp;21, 2006.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Including the associated preferred stock purchase rights subject to adjustment to reflect any
recapitalizations, stock dividends, stock splits or similar transactions.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement on Form S-8 includes a reoffer prospectus prepared in accordance
with Instruction C of Form S-8 and Part&nbsp;I of Form S-3. The reoffer prospectus relates solely to
resales on a continuous or delayed basis in the future of up to an aggregate of 279,000 shares that
constitute &#147;restricted securities&#148; that were issued to officers, directors and other employees of
Rowan Companies, Inc. under the 2005 Rowan Companies, Inc. Long-Term Incentive Plan prior to the
filing of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The materials that follow Part&nbsp;I and precede Part&nbsp;II of this registration statement constitute
a reoffer prospectus, prepared in accordance with the requirements of Part&nbsp;I of Form S-3, in
accordance with General Instruction C of Form S-8.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 (plan information
and registrant information) will be sent or given to employees as specified by Rule&nbsp;428(b)(1) under
the Securities Act. In accordance with Rule&nbsp;428 and the requirements of Part&nbsp;I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the &#147;Commission&#148;) either
as part of this registration statement or as prospectuses or prospectus supplements pursuant to
Rule&nbsp;424 under the Securities Act. Such documents, together with the documents incorporated by
reference herein pursuant to Item&nbsp;3 of Part&nbsp;II of this Registration Statement, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rowan Companies, Inc. (the &#147;Company&#148;) shall maintain a file of such documents in accordance
with the provisions of Rule&nbsp;428(a)(2) of the Securities Act. Upon request, the Company shall
furnish to the Commission or its staff a copy of any or all of the documents included in the file.
Requests for such documents should be directed to Rowan Companies, Inc., Investor Relations
Department, (713)&nbsp;960-7575.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>279,000 Shares</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 6pt"><B>Rowan Companies, Inc.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Common Stock</B>

</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>_____________</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders identified in this prospectus will from time to time sell the
shares of our common stock offered by this prospectus. Please read &#147;Selling Stockholders.&#148; The
shares to be sold by the selling stockholders were acquired pursuant to the 2005 Rowan Companies,
Inc. Long-Term Incentive Plan (&#147;LTIP&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sales may occur in transactions on the New York Stock Exchange (the &#147;NYSE&#148;) at prevailing
market prices, in negotiated transactions or through a combination of these methods. The selling
stockholders may offer the shares at fixed prices, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. We will not receive
proceeds from any of these sales. We are paying the expenses incurred in registering the shares,
but all selling and other expenses incurred by the selling stockholders will be borne by the
selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock included in this prospectus are &#147;restricted securities&#148; under the
Securities Act of 1933, as amended, before their sale under this prospectus as such shares were not
previously registered. This prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction (except for those shares sold on behalf of our
executive officers and directors which must comply with Rule&nbsp;144). The selling stockholders and
any broker-dealer or agents involved in the sale or resale of the common stock may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act. In addition, any commissions, discounts
or concessions paid to any such broker-dealer or agent in connection with the sale or resale of the
shares may be deemed to be underwriting commissions or discounts under the Securities Act. Please
read &#147;Plan of Distribution.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed for quotation on the NYSE under the symbol &#147;RDC.&#148; On March&nbsp;27,
2006, the last reported sale price of our common stock, as reported on the NYSE, was $42.96 per
share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at 2800 Post Oak Blvd., Suite&nbsp;5450, Houston, Texas
77056-6127, and our telephone number is (713)&nbsp;621-7800.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the context requires otherwise, references in this prospectus to &#147;Rowan Companies,
Inc.,&#148; &#147;we,&#148; &#147;us&#148; or &#147;our&#148; refer to Rowan Companies, Inc. and its direct and indirect subsidiaries
on a consolidated basis.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in our common stock involves risk. Please read &#147;Risk Factors&#148; beginning on page 2.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The date of this prospectus is March&nbsp;28, 2006.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Risk Factors
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Company
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of Proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Selling Stockholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Plan of Distribution
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Legal Matters
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Experts
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Information Incorporated by Reference
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Where You Can Find More Information
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>You should rely only on the information contained in or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales of our common stock are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus, regardless of the date of
delivery of this prospectus or any sale of shares of our common stock. The information contained
in the documents incorporated by reference in this prospectus is accurate only as of the date of
the document incorporated by reference. Neither the delivery of this prospectus nor any sale or
offer to sell the shares made hereunder shall under any circumstances create any implication that
there has been no change in our affairs since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.</B>
</DIV>

<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should consider carefully the following risks relating to our business. In addition,
please read carefully the other information in this prospectus before purchasing any of our common
stock.</I>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our operations are volatile and heavily dependent upon commodity prices and other factors beyond
our control.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our drilling operations depends heavily upon the condition of the oil and gas
industry and the level of offshore drilling activity. Demand for our drilling services is
vulnerable to periodic declines in drilling activity that are typically associated with depressed
oil and natural gas prices. Oil and natural gas prices have historically been very volatile, and
our drilling operations have in the past suffered through long periods of weak market conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Demand for our drilling services also depends on additional factors that are beyond our
control, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>fluctuations in the worldwide demand for oil and natural gas;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the willingness and ability of the Organization of Petroleum Exporting
Countries, or OPEC, to limit production levels and influence prices;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>political and military conflicts in oil-producing areas and the effects of terrorism;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the level of production in non-OPEC countries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>laws, regulations and policies of various governments regarding
exploration and development of their oil and natural gas reserves;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>advances in exploration and development technology; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>further consolidation of our customer base.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our drilling operations will be adversely affected by future declines in oil and natural gas
prices, but we cannot predict the extent of that effect. Nor can we assure you that a reduction in
offshore drilling activity will not occur for other reasons. Our manufacturing operations, though
less volatile, are also dependent on commodity prices which affect demand for rigs and rig
components and mining and timber equipment.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We have incurred losses recently and over prolonged periods in the past, a circumstance that could
occur again in the future.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2004, we incurred a net loss of $1.3&nbsp;million. In 2003, we incurred a $3.3&nbsp;million net loss
from continuing operations. In 2002, we experienced a 19% decline in revenues and incurred a loss
from operations of $26.1&nbsp;million. During the 1985-1995 period, we consistently incurred net losses
that totaled more than $360&nbsp;million. The inherent volatility of the businesses in which we operate
makes it likely that we will incur additional losses in the future.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our markets are highly competitive, which may make it difficult for us to maintain satisfactory
price levels.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our drilling and manufacturing markets are highly competitive, and no single participant is
dominant. In our drilling markets, drilling contracts are often awarded on a competitive bid basis,
with intense price competition frequently being the primary factor determining which qualified
contractor is awarded the job, although rig availability and location, the contractor&#146;s safety and
operational record and the quality and technical capability of service and equipment are also
factors. Additionally, recent mergers among oil and natural gas exploration and production
companies have reduced the number of available customers, which may further increase competition in
our drilling markets. Our manufacturing markets are also characterized by vigorous competition
among several competitors. Some of our competitors possess greater financial resources than we do.
We may have to reduce our prices in order to remain competitive in our markets, which could have an
adverse effect on our operating results.
</DIV>

<P align="center" style="font-size: 10pt">2
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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>The drilling history has historically been cyclical, and periods of low demand could have an
adverse effect on our operating results.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The contract drilling industry has historically been cyclical, with periods of high demand,
short rig supply and high day rates, followed by periods of lower demand, excess rig supply and low
day rates. Although demand for drilling services is currently strong, there can be no assurances
that demand will not decline in future periods. Strong demand may lead to an increase in new rig
construction and reactivation of cold-stacked rigs, which could lead to increased price
competition. We believe there are currently approximately 50 competitive jack-ups under
construction or contracted for construction worldwide. There can be no assurances that the market
will be able to fully absorb the addition of these new rigs to the worldwide fleet, and the
addition of these rigs could lead to decreased rig utilization, increased price competition and
lower day rates. Prolonged periods of low rig utilization and day rates require us to enter into
lower rate contracts or idle rigs, which could have an adverse effect on our operating results and
cash flows. Prolonged periods of low rig utilization and day rates could also result in the
recognition of impairment charges on certain of our drilling rigs if future cash flow estimates,
based upon information available to management at the time, indicate that their carrying value may
not be recoverable.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Most of our drilling contracts are fixed day rate contracts, and increases in our operating costs
could have an adverse effect on the profitability of those contracts.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our contracts with customers for our drilling units provide for the payment of a fixed
day rate per rig operating day. However, many of our operating costs are unpredictable and vary
based on events beyond our control. Our gross margins on these fixed day rate contracts will vary
based on fluctuations in our operating costs during the terms of these contracts. If our costs
increase or we encounter unforeseen costs, we may not be able to recover such costs from our
customers, which could adversely affect our financial position, results of operations and cash
flows.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our fleet expansion program may encounter liquidity problems.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If operating conditions deteriorate, our results of operations would suffer and working
capital may not be adequate to finance our ongoing fleet expansion program. Because outside
financing may not be available, we could be forced to suspend rig construction activities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have in progress an offshore fleet expansion program under which we plan to spend
approximately $515&nbsp;million over the 2006-2009 period towards the completion of our third and fourth
<I>Tarzan Class </I>jack-up rigs and the construction of two new 240C rigs. Another $257&nbsp;million is
committed in 2006 toward the construction of 12 new land rigs and for ongoing upgrades to existing
equipment and facilities. We currently have no available lines of credit, thus all of our expected
capital expenditures over the next two to three years may need to be internally financed through
working capital or operating cash flows. If we experience cost overruns or delays in our capital
projects or if we should need additional financing and are unable to obtain it at commercially
favorable rates, we could experience liquidity problems.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Rig upgrade, enhancement and new construction projects are subject to risks which could cause
delays or cost overruns and adversely affect our financial condition and results of operations.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As noted above, we currently have a substantial fleet expansion program in progress. These
projects and other projects of this type are subject to risks of delay or cost overruns inherent in
any large construction project from numerous factors, including the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shortages of equipment, materials or skilled labor;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unscheduled delays in the delivery of ordered materials and equipment;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>inability to obtain required permits or approvals;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unanticipated cost increases;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>adverse weather conditions;</TD>
</TR>

</TABLE>
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>design or engineering problems; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>work stoppages.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Significant cost overruns or delays could adversely affect our financial condition of
operations. Additionally, failure to complete a project on time may result in the delay of revenue
from that rig, which also could adversely affect our financial condition, results of operations and
cash flows.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our Super Gorilla and Tarzan Class offshore jack-up drilling rigs are pledged as security under our
government-guaranteed debt arrangements.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If operating conditions deteriorate and if market conditions were to remain depressed for a
long period of time, our results of operations would suffer and working capital and other financial
resources may not be available or adequate to service our outstanding debt. Our four <I>Super Gorilla</I>
class jack-ups and our two <I>Tarzan Class </I>jack-ups are pledged as security under our
government-guaranteed debt arrangements. If we were unable to service our debt, it is possible that
these assets could be removed from our fleet, in which case our ability to generate revenues would
be significantly reduced.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Our results of operations will be adversely affected if we are unable to secure drilling contracts
for our rigs on economically favorable terms.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The drilling markets in which we compete frequently experience significant fluctuations in the
demand for drilling services, as measured by the level of exploration and development expenditures,
and the supply of capable drilling equipment. In response to fluctuating market conditions, we can,
as we have done in the past, relocate drilling rigs from one geographic area to another, but only
when such moves are economically justified over the longer term. If demand for our rigs declines,
our rig utilization and day rates are generally adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The expansion of our drilling fleet increases our daily operating costs. We may be unable to
secure economical drilling contracts for our new rigs, in which case their delivery will negatively
impact our operating results.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>If our customers terminate or seek to renegotiate our drilling contracts, our results of operations
may be adversely affected.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of our drilling contracts are cancelable by the customer upon specific notice by the
customer, or upon the occurrence of events beyond our control, such as the loss or destruction of
the rig or the suspension of drilling operations for a specified period of time as a result of a
breakdown of major equipment. Although our contracts may require the customer to make an early
termination payment upon cancellation of the contract, such payment may not be sufficient to fully
compensate us for the loss of the contract. Early termination of a contract may result in a rig
being idle for an extended period of time. Our revenues, results of operations and cash flows may
be adversely affected by customers&#146; early termination of contracts, especially if we are unable to
re-contract the affected rig within a short period of time. Additionally, during adverse market
conditions, a customer may be able to obtain a comparable rig at a lower daily rate, and as a
result, may seek to renegotiate the terms of their existing drilling contract with us. The
renegotiation of a number of our drilling contracts could adversely affect our revenues, results of
operations and cash flows.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Failure to obtain or retain highly skilled personnel could adversely affect our operations.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We require highly skilled personnel to operate and provide technical services and support for
our businesses. Competition for skilled and other labor required for our drilling operations has
increased in recent years as the number of rigs activated or added to worldwide fleets has
increased. If this expansion continues and the demand for drilling services remains strong or
increases, shortages of qualified personnel could develop, creating upward pressure on wages and
making it more difficult to staff and service our rigs, which could adversely affect our operating
results.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Many of our drilling rigs are subject to damage or destruction by severe weather.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Much of the Gulf of Mexico, the North Sea and offshore eastern Canada experience hurricanes or
other extreme weather conditions on a relatively frequent basis. Many of our offshore drilling rigs
are located in these areas and are thus subject to damage or destruction by these storms. Damage
caused by high winds and turbulent seas could cause us to suspend operations on such drilling rigs
for significant periods of time until the damage can be repaired. Additionally, even if our
drilling rigs are not directly damaged by such storms, we may still experience disruptions in our
operations due to damage to our customer&#146;s platforms and other related facilities in these areas.
During Hurricanes Katrina and Rita in 2005, we lost four rigs and another was significantly
damaged. Future storms could result in the loss or damage of additional rigs, which could adversely
affect our financial condition, results of operations and cash flows.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>We are subject to operating risks such as blowouts and well fires that could result in
environmental damage, property loss, personal injury and death, some of which may not be covered by
insurance or recoverable indemnification.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our drilling operations are subject to many hazards that could increase the likelihood of
accidents. Accidents can result in:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>costly delays or cancellations of drilling operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>serious damage to or destruction of equipment;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>personal injury or death;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>significant impairment of producing wells, leased properties or
underground geological formations; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>major environmental damage.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our offshore drilling operations are also subject to marine hazards, either at offshore sites
or while drilling equipment is under tow, such as vessel capsizings, collisions or groundings. In
addition, raising and lowering jack-up rigs and drilling into high-pressure formations are complex,
hazardous activities and we frequently encounter problems.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our manufacturing operations also present serious risks. Our manufacturing processes could
pollute the air, land, and inland waters, and the products we manufacture could be implicated in
lawsuits alleging environmental harm, property loss, personal injury and death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have had accidents in the past demonstrating some of the hazards described above, including
high pressure drilling accidents resulting in lost or damaged drilling formations and towing
accidents resulting in lost drilling equipment. Any similar events could yield future operating
losses and have significant adverse impact on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently maintain broad insurance coverage, subject to certain significant deductibles and
levels of self-insurance, but it does not cover all types of losses, and in some situations it may
not provide full coverage of losses or liabilities resulting from our operations. Further, due to
the losses sustained by us and the offshore drilling industry as a consequence of hurricanes that
occurred in the Gulf of Mexico in 2004 and 2005, we may not be able to obtain future insurance
coverage comparable with that of prior years, thus putting us at a greater risk of loss due to
severe weather conditions and other hazards, which could have a material adverse effect on our
financial position, results of operations and cash flows. In addition, we are likely to experience
increased costs for available insurance coverage which may impose higher deductibles and limit
maximum aggregated recoveries for certain perils, such as hurricane related windstorm damage or
loss. We may be required to modify our risk management program in response to changes in the
insurance market, including increased risk retention.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consistent with standard industry practice, we typically obtain contractual indemnification
from our customers whereby such customers generally agree to protect and indemnify us for
liabilities resulting from various
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">hazards associated with the drilling industry. However, there can be no assurance that our
customers will be financially able to meet these indemnification obligations, and the failure of a
customer to meet such obligations, the failure of one or more of our insurance providers to meet
claim obligations, or losses or liabilities resulting from unindemnified, uninsured or underinsured
events could have a material adverse effect on our financial position, results of operations and
cash flows.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Government regulations and environmental risks, which reduce our business opportunities and
increase our operating costs, might worsen in the future.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Government regulations dictate design and operating criteria for drilling vessels, determine
taxation levels to which we (and our customers) are subject, control and often limit access to
potential markets and impose extensive requirements concerning employee safety, environmental
protection and pollution control. Environmental regulations, in particular, prohibit access to some
markets and make others less economical, increase equipment and personnel costs and often impose
liability without regard to negligence or fault. In addition, governmental regulations may
discourage our customers&#146; activities, reducing demand for our products and services. We may be
liable for damages resulting from pollution of offshore waters and, under United States
regulations, must establish financial responsibility in order to drill offshore.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In response to the significant damage to offshore rigs in recent years caused by Gulf of
Mexico hurricanes, various industry and regulatory organizations are considering additional
operating constraints during the tropical storm season. Such constraints, if required, could limit
the capability of many of the Company&#146;s rigs to operate at certain locations in the Gulf of Mexico
during a significant portion of each year. Depending upon the Company&#146;s ability to obtain work
elsewhere, the impact of these additional regulations could be to reduce the Company&#146;s ability to
generate drilling revenues.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Anti-takeover provisions in our Certificate of Incorporation, bylaws and stockholder rights plan
could make it difficult for holders of our common stock to receive a premium for their shares upon
a change of control.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of the common stock of acquisition targets may receive a premium for their shares upon
a change of control. Delaware law and the following provisions, among others, of our Certificate of
Incorporation, bylaws and rights plan could have the effect of delaying or preventing a change of
control and could prevent holders of our common stock from receiving such a premium:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The affirmative vote of 80% of the outstanding shares of our capital stock is required
to approve business combinations with any related person that have not been approved by our
board of directors. We are also subject to a provision of Delaware corporate law that
prohibits us from engaging in a business combination with any interested stockholder for
three years from the date that person became an interested stockholder unless specified
conditions are met.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Special meetings of stockholders may not be called by anyone other than our board of
directors, its chairman, its executive committee or our president or chief executive
officer.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our board of directors is divided into three classes whose terms end in successive
years, so that less than a majority of our board comes up for election at any annual
meeting.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our board of directors has the authority to issue up to 5,000,000 shares of preferred
stock and to determine the voting rights and other privileges of these shares without any
vote or action by our stockholders.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We have adopted a stockholder rights plan that provides our stockholders rights to
purchase junior preferred stock in certain circumstances, whereby the ownership of Rowan shares by a potential acquirer can be significantly diluted by the sale at a significant
discount of additional Rowan shares to all other stockholders, which could discourage
unsolicited acquisition proposals.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">6
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE COMPANY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rowan is a major provider of international and domestic contract drilling services. We provide
contract drilling services utilizing a fleet of 20 self-elevating mobile offshore drilling
platforms and 17 land drilling rigs. Our drilling operations are conducted primarily in the Gulf of
Mexico, the Middle East, the North Sea, offshore eastern Canada and in Texas, Louisiana and
Oklahoma. We also own and operate a manufacturing division that produces equipment for the
drilling, mining and timber industries. Rowan was organized in 1947 as a Delaware corporation and a
successor to a contract drilling business conducted since 1923 under the name Rowan Drilling
Company, Inc.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at 2800 Post Oak Boulevard, Suite&nbsp;5450, Houston,
Texas, 77056-6127. Our telephone number is (713)&nbsp;621-7800.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock offered by this prospectus are being registered for the account of
the selling stockholders identified in this prospectus under the caption &#147;Selling Stockholders.&#148;
We will not receive any proceeds from the sale of the shares of common stock by the selling
stockholders.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to offers and sales by the selling stockholders of shares of common
stock acquired under the LTIP. As noted in the table below, certain of the selling stockholders
are our executive officers and directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As the selling stockholders may sell all or some part of the common stock that they hold under
this prospectus and this offering is not being underwritten on a firm commitment basis, we are
unable to estimate the amount of common stock that will be held by the selling stockholders upon
termination of this offering. Our common stock offered by this prospectus may be offered from time
to time, in whole or in part, by the persons named below or by their transferees, as to whom
applicable information will, to the extent required, be set forth in a prospectus supplement.
There can be no assurance that the selling stockholders will offer or sell any of their shares
registered in this offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth information as of February&nbsp;28, 2006, regarding the beneficial
ownership of our common stock by the selling stockholders prior to this offering, the shares of our
common stock covered by this prospectus and the beneficial ownership of our common stock by the
selling stockholders after this offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except under applicable community property laws or as otherwise indicated in the footnotes to
the table below, the persons named in the table have sole voting and investment power with respect
to all shares beneficially owned. The address of the selling stockholders is c/o 2800 Post Oak
Boulevard, Suite&nbsp;5450, Houston, Texas 77056-6127.
</DIV>

<P align="center" style="font-size: 10pt">7
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>be Beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned After All</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned other than</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Currently Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Shares covered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Covered by</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>by this Prospectus</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Covered by this</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>this Prospectus Are</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Name of Selling Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>(1)(2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Prospectus (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Resold (1)(2)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">D. F. McNease, Chairman, President &#038; CEO</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">323,475</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">323,475</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">R.G. Croyle, Vice Chairman &#038; Chief Administrative
Officer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">352,644</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,900</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">352,644</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">P.L. Kelly, Senior Vice President &#151; Special Projects</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98,734</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98,734</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J.L. Buvens, Senior Vice President &#151; Legal</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,180</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,180</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">M.A. Keller, Senior Vice President &#151; Marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">117,390</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">117,390</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">D.P. Russell, Vice President &#151; Drilling Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,091</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,091</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">W.H. Wells, Vice President &#151; Finance and Treasurer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,125</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,125</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Henry O. Boswell, Director (Retired)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,600</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William T. Fox III, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sir Graham Hearne, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Frederick R. Lausen, Director (3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">H.E. Lentz, Director (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,200</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Lord Moynihan, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">C.R. Palmer, Director (5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,264,056</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,264,056</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">P. Dexter Peacock, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other employees (as a group)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">873,740</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">873,740</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The amounts and percentages of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial ownership of
securities. Under the rules of the SEC, a person is deemed to be a &#147;beneficial owner&#148; of a
security if that person has or shares &#147;voting power,&#148; which includes the power to vote or to
direct the voting of such security, or &#147;investment power,&#148; which includes the power to
dispose of or to direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60&nbsp;days, including through the exercise of options or warrants. Under
these rules, more than one person may be deemed a beneficial owner of the same securities
and a person may be deemed a beneficial owner of securities as to which he has no economic
interest.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Reflects shares of our stock allocated to participants in the Rowan Companies, Inc. Savings
and Investment Plan. The Plan participants have sole voting power and limited dispositive
power over such shares. Includes shares of our stock that may be acquired through April&nbsp;29,
2006 through the exercise of options and the conversion of floating rate subordinated
convertible debentures.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Lausen&#146;s shares are owned jointly with his wife.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 200 shares held in the names of Mr.&nbsp;Lentz&#146;s two children with respect to which Mr.
Lentz&#146;s wife serves as custodian. Mr.&nbsp;Lentz disclaims beneficial ownership of such shares.
Mr.&nbsp;Lentz&#146;s shares are owned jointly with his wife.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 33,132 shares held in a charitable foundation for which Mr.&nbsp;Palmer is one of three
trustees. Mr.&nbsp;Palmer has no pecuniary interest in such shares and disclaims beneficial
ownership of such shares. Also included are 1,680 shares owned by Mr.&nbsp;Palmer&#146;s wife. Mr.
Palmer disclaims beneficial ownership of such shares.</TD>
</TR>

</TABLE>



<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">8
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering the common stock covered by this prospectus for the selling stockholders
listed in the table set forth under the caption &#147;Selling Stockholders.&#148; As used in this
prospectus, the term &#147;selling stockholders&#148; includes the selling stockholders named in the table
above and any of their permitted donees, pledges, transferees, successors-in-interest or others who
may later hold such selling stockholder&#146;s interests in the shares of our common stock covered by
this prospectus and are entitled to resell the shares using this prospectus. We have registered
the selling stockholders&#146; shares of our common stock for resale to provide the selling stockholders
with freely tradeable shares of our common stock. However, resales by our executive officers and
directors pursuant to this prospectus must still comply with the requirements of Rule&nbsp;144 of the
Securities Act. Registration of the selling stockholders&#146; shares of our common stock does not
necessarily mean that the selling stockholders will offer or sell any of their shares. We will not
receive any proceeds from the offering or sale of the selling stockholders&#146; shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell the common stock being offered by this prospectus in one or
more of the following ways at various times, which may include block transactions or crosses:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to underwriters for resale to the public or to institutional investors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>directly to the public or institutional investors; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through brokers, dealers or agents to the public or to institutional investors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will act independently of us in making decisions with respect to the
timing, manner and size of each sale. We have advised the selling stockholders that the
anti-manipulative rules of Regulation&nbsp;M under the Securities Exchange Act of 1934, as amended, may
apply to sales in the market and have informed them of the possible need for delivery of copies of
this prospectus. The selling stockholders may sell the common stock on The New York Stock Exchange
or any other exchange or automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or through a combination of these methods. Those sales may be
made at fixed prices, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. If underwriters are used in the sale, the common
stock will be acquired by the underwriters for their own account and may be resold at various times
in one or more transactions, including negotiated transactions, at a fixed public offering price or
prices, which may be changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders. A distribution of the common stock by the selling
stockholders may also be effected through the issuance by the selling stockholders or others of
derivative securities, including warrants, exchangeable securities, forward delivery contracts and
the writing of put or call options, or a combination of any of those derivative securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling stockholders may sell some or all of the shares of common stock
covered by this prospectus through:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which a broker-dealer will attempt to sell as agent, but may
position or resell a portion of the block, as principal, in order to facilitate the
transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which a broker solicits purchasers; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When selling the common stock, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. For example, the selling stockholders may:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into transactions involving short sales of the common stock by broker-dealers
or other financial institutions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell common stock short themselves and redeliver such shares to close out their
short positions;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into options or other types of transactions that require the selling
stockholders to deliver common stock to a broker-dealer or other financial institution,
who will then resell or transfer the common stock under this prospectus (as
supplemented or amended to reflect the transaction); or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>loan or pledge the common stock to a broker-dealer or other financial institution,
who may sell the loaned shares or, in the event of default, sell the pledged shares.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers engaged in connection with the sale of shares of common stock covered by this
prospectus may receive compensation in the form of discounts, concessions or commissions from the
selling stockholders or purchasers of the shares for whom those broker-dealers may act as agents or
to whom they sell as principal, or both. The compensation of a particular broker-dealer may be less
than or in excess of customary commissions. Broker-dealers engaged by the selling stockholders may
allow other broker-dealers to participate in resales. The selling stockholders and any
broker-dealers or agents involved in the sale or resale of the common stock may be deemed to be
&#147;underwriters&#148; within the meaning of the Section&nbsp;2(a)(11) of the Securities Act. In addition, the
commissions, discounts or concessions paid to any such broker-dealers or agents in connection with
the sale or resale of the shares may be deemed to be underwriting commissions or discounts under
the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to selling shares of common stock under this prospectus, the selling stockholders
may:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transfer shares of common stock in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or other
transfer;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell shares of common stock pursuant to Rule&nbsp;144 under the Securities Act rather
than under this prospectus, if the transaction meets the requirements of Rule&nbsp;144; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell shares of common stock by any other legally available means.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are not aware of any agreements, arrangements or understandings between the selling
stockholders and any brokers, dealers, agents or underwriters regarding the sale of shares of
common stock by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon our being notified by the selling stockholders that any material arrangement has been
entered into with an underwriter, broker-dealer or agent for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution, we will file a supplement
to this prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose to the extent applicable:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the name of the selling stockholders and of any participating underwriter,
broker-dealer or agent;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of shares involved;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the price at which those shares were sold;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the commissions paid or discounts or concessions allowed; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other facts material to the transaction.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if required by the Securities Act, we will file a supplement to this prospectus
upon being notified by the selling stockholders that any successor-in-interest that is entitled to
sell shares using this prospectus intends to sell more than 500 shares of common stock.
</DIV>

<P align="center" style="font-size: 10pt">10
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Andrews Kurth LLP, Houston, Texas, will pass upon the validity of the common stock offered by
this prospectus.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Rowan Companies, Inc. and subsidiaries as of December
31, 2005 and 2004 and for each of the three years in the period ended December&nbsp;31, 2005 and
management&#146;s report on the effectiveness of internal control over financial reporting as of
December&nbsp;31, 2005 incorporated in this prospectus by reference from the Company&#146;s Annual Report on
Form 10-K for the year ended December&nbsp;31, 2005, have been audited by Deloitte &#038; Touche LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company incorporates by reference in this prospectus the following documents and
information previously filed with the Securities and Exchange Commission (the &#147;Commission&#148;):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The annual report on Form 10-K for the fiscal year ended December&nbsp;31, 2005 as
filed by the Company with the Commission on March&nbsp;16, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The current reports on Form 8-K as filed by the Company with the Commission on
January&nbsp;20, 2006 (except for Item&nbsp;7.01 thereof and the related exhibits), January&nbsp;31,
2006, February&nbsp;22, 2006 (except for Item&nbsp;7.01 thereof and the related exhibits), March
1, 2006 (except for Item&nbsp;2.02 thereof and the related exhibit), March&nbsp;14, 2006 and
March&nbsp;21, 2006 (as amended by Form 8-K/A filed March&nbsp;22, 2006) (except for Item&nbsp;7.01
thereof and the related exhibits)..</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock incorporated by reference to
Exhibit&nbsp;4.1 to Form 10-Q for the fiscal quarter ended March&nbsp;31, 2003 (File No.&nbsp;1-5491)
and any amendment or report filed for the purpose of updating that description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed with the Commission by the Company pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item&nbsp;2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of the registration statement of
which this prospectus is a part and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the registration statement and
to be a part thereof from the date of filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of the registration
statement of which this prospectus is a part to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the registration statement.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a registration statement on Form S-8, of which this
prospectus is a part, under the Securities Act with respect to the shares of common stock offered
by this prospectus. The prospectus does not contain all of the information included in the
registration statement or in the exhibits to the registration statement. Statements contained in
this prospectus concerning the provisions of any document are not necessarily complete. You should
refer to the copies of these documents filed as exhibits to the registration statement or otherwise
filed by us with the Commission for a more complete understanding of the matter involved. Each
statement concerning these documents is qualified in its entirety by that reference.
</DIV>

<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to the informational requirements of the Exchange Act. In accordance with
the Exchange Act, we file periodic reports, proxy and information statements and other information
with the SEC. The registration statement on Form S-8, of which this prospectus is a part,
including the attached exhibits and schedules thereto, and any other information that we may file
with the Commission may be inspected and copied at the public reference room maintained by the
Commission located at 100 F Street, N.E., Room&nbsp;1580, Washington, D.C. 20549. You may call the
Commission at 1-800-SEC-0330 to obtain further information on the operation of the public reference
room. The Commission maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the
Commission. In addition, copies of the registration statement, including the exhibits and
schedules, and the periodic reports, proxy and information statements and other information that we
file with the Commission may be obtained from the Commission&#146;s Internet site at http://www.sec.gov.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also make available free of charge on the SEC Filings section of our Internet website at
http://www.rowancompanies.com our annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the Commission. Information on
our website or any other website is not incorporated into this prospectus by reference and does not
constitute a part of this prospectus.
</DIV>


<P align="center" style="font-size: 10pt">12
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company incorporates by reference in this registration statement the following documents
and information previously filed with the Commission:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The annual report on Form 10-K for the fiscal year ended December&nbsp;31, 2005 as
filed by the Company with the Commission on March&nbsp;16, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The current reports on Form 8-K as filed by the Company with the Commission on
January&nbsp;20, 2006 (except for Item&nbsp;7.01 thereof and the related exhibits), January&nbsp;31,
2006, February&nbsp;22, 2006 (except for Item&nbsp;7.01 thereof and the related exhibits), March
1, 2006 (except for Item&nbsp;2.02 thereof and the related exhibit), March&nbsp;14, 2006 and
March&nbsp;21, 2006 (as amended by Form 8-K/A filed March&nbsp;22, 2006) (except for Item&nbsp;7.01
thereof and the related exhibits)..</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock incorporated by reference to
Exhibit&nbsp;4.1 to Form 10-Q for the fiscal quarter ended March&nbsp;31, 2003 (File No.&nbsp;1-5491)
and any amendment or report filed for the purpose of updating that description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed with the Commission by the Company pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item&nbsp;2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of
filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware (the &#147;DGCL&#148;) provides as
follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">"(a) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such
action, suit or proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person&#146;s conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person&#146;s conduct was unlawful.
</DIV>

<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(b)&nbsp;A corporation shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys&#146; fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(c)&nbsp;To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of this section, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys&#146; fees) actually and reasonably incurred by such person
in connection therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(d)&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)&nbsp;and
(b)&nbsp;of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1)&nbsp;by a majority vote
of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2)&nbsp;by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or (3)&nbsp;if there are no such
directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4)&nbsp;by the stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(e)&nbsp;Expenses (including attorneys&#146; fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys&#146; fees) incurred by former
directors and officers or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(f)&nbsp;The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person&#146;s official capacity and as
to action in another capacity while holding such office.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(g)&nbsp;A corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person&#146;s status as such, whether
or not the corporation would have the power to indemnify such person against such
liability under this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(h)&nbsp;For purposes of this section, references to &#147;the corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any
</DIV>

<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate existence had
continued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(i)&nbsp;For purposes of this section, references to &#147;other enterprises&#148; shall include
employee benefit plans; references to &#147;fines&#148; shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to
&#147;serving at the request of the corporation&#148; shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner &#147;not opposed to the best interests of the corporation&#148; as referred
to in this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(j)&nbsp;The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(k)&nbsp;The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation&#146;s obligation to advance expenses (including attorneys&#146; fees).&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Similarly, Article&nbsp;VII of the Company&#146;s By-laws provides as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;Section&nbsp;1. Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
&#147;proceeding&#148;), by reason of the fact that he or she is the legal representative, is
or was or has agreed to become a director or officer of the Corporation or is or was
serving or has agreed to serve at the request of the Corporation as a director,
officer, employee or agent or another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while serving or having
agreed to serve as a director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to provide
prior to such amendment) against all expense, liability and loss (including without
limitation, attorneys&#146; fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to serve in the capacity which initially entitled such person
to indemnity hereunder and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification conferred in
this Article&nbsp;VII shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General Corporation
Law requires, the payment of such expenses incurred by a current, former or proposed
director or officer in his or her capacity as a director or officer or proposed
director or officer (and not in any other capacity in which service was or is or has
been agreed to be rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such indemnified person, to repay all amounts so
advanced if it
</DIV>

<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Section or otherwise.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s By-laws provide that the Company may secure insurance on behalf of any officer,
director, employee or agent. Specifically, Article&nbsp;VII of the Company&#146;s By-laws provides as
follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;Section&nbsp;5. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any person who is or was serving as a director, officer, employee
or agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with its Restated Certificate of Incorporation, the Company has obtained an
insurance policy providing for indemnification of officers and directors of the Company and certain
other persons against liabilities and expenses incurred by any of them in certain stated
proceedings and under certain stated conditions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Restated Certificate of Incorporation and the DGCL limit the personal liability
of directors to the Company and its stockholders for monetary damages resulting from breaches of
the director&#146;s fiduciary duties. Section&nbsp;102(b)(7) of the DGCL provides in part that a
corporation&#146;s certificate of incorporation may contain:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that such provision shall not eliminate or limit the liability
of a director: (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the
corporation or its stockholders; (ii)&nbsp;for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)&nbsp;under &#167;174
of this title; or (iv)&nbsp;for any transaction from which the director derived an
improper personal benefit.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Article&nbsp;THIRTEENTH of the Company&#146;s Restated Certificate of Incorporation similarly states
that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the
Corporation or its stockholders, (ii)&nbsp;for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)&nbsp;under
Section&nbsp;174 of the Delaware General Corporation Law, or (iv)&nbsp;for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal or
modification.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to Item&nbsp;9 for the Company&#146;s undertakings with respect to indemnification for
liabilities arising under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The restricted shares of our common stock that are being registered for reoffer and resale
under this Registration Statement were issued prior to the filing of this Registration Statement
and are &#147;restricted securities&#148; (as such term is defined in Rule&nbsp;144(a)(3) under the Securities
Act). These restricted shares were issued to members of our board of directors and certain
management employees pursuant to the Company&#146;s Long Term Incentive Plan in transactions exempt
from registration under Section&nbsp;4(2) of the Securities Act.
</DIV>

<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Footnote</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Reference</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">3a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation dated February&nbsp;17, 1984, incorporated by
reference to Exhibit&nbsp;4.1 to Registration Statement No.&nbsp;333-84369 on Form&nbsp;S-8 (File
No.&nbsp;1-5491) and Exhibits 4a, 4b, 4c, 4d, 4e, 4f, 4g, 4h and 4i.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">3b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws amended as of April&nbsp;23, 2004, incorporated by reference to Exhibit&nbsp;3b to
the Company&#146;s Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2005
(File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Change of Address of Registered Office and of Registered Agent
dated July&nbsp;25, 1984, incorporated by reference to Exhibit&nbsp;4.4 to Registration
Statement No.&nbsp;333-84369 on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment of Certificate of Incorporation dated April&nbsp;24, 1987,
incorporated by reference to Exhibit&nbsp;4.5 to Registration Statement No.&nbsp;333-84369
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4c
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;A Junior Preferred Stock dated March&nbsp;2,
1992, incorporated by reference to Exhibit&nbsp;4.2 to Registration Statement No.
333-84369 on Form&nbsp;8-A/A filed on February&nbsp;12, 2002 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4d
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of (and Certificate of Correction related thereto) the
Series&nbsp;A Preferred Stock dated August&nbsp;5, 1998 and January&nbsp;28, 1999, respectively,
incorporated by reference to Exhibit&nbsp;4.8 to Registration Statement No.&nbsp;333-84369
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4e
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;B Preferred Stock dated June&nbsp;24, 1999,
incorporated by reference to Exhibit&nbsp;4d to Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 1999 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4f
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;C Preferred Stock dated July&nbsp;28, 2000,
incorporated by reference to Exhibit&nbsp;4.10 to Registration Statement No.&nbsp;333-44874
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4g
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;D Preferred Stock dated May&nbsp;22, 2001,
incorporated by reference to Exhibit&nbsp;4.11 to Registration Statement No.&nbsp;333-82804
on Form&nbsp;S-3 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4h
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;E Preferred Stock dated October&nbsp;30, 2001,
incorporated by reference to Exhibit&nbsp;4.12 to Registration Statement No.&nbsp;333-82804
on Form&nbsp;S-3 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4i
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated January&nbsp;24, 2002, between Rowan and
Computershare Trust Co. as Rights Agent, incorporated by reference to Exhibit&nbsp;4.2
to Registration Statement on Form&nbsp;8-A/A filed on March&nbsp;21, 2003 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4j
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock certificate, incorporated by reference to Exhibit&nbsp;4.1 to
Form&nbsp;10-Q for the fiscal quarter ended March&nbsp;31, 2003 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4k
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;24, 1998 between the purchasers of Series&nbsp;A
Floating Rate Subordinated Convertible Debentures due 2008 and Rowan, incorporated
by reference to Exhibit&nbsp;4j to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
1998 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4l
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;22, 1999 between the purchasers of Series&nbsp;B
Floating Rate Subordinated Convertible Debentures due 2009 and Rowan, incorporated
by reference to Exhibit&nbsp;4j to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
1999 (File No.&nbsp;1-5491).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Footnote</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Reference</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4m
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;27, 2000 between the purchasers of Series&nbsp;C
Floating Rate Subordinated Convertible Debentures due 2010 and Rowan, incorporated
by reference to Exhibit&nbsp;4n to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2000 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4n
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;26, 2001 between the purchaser of Series&nbsp;D
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit&nbsp;4p to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2001 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4o
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated September&nbsp;20, 2001 between the purchaser of Series&nbsp;E
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit&nbsp;4q to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2001 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">5a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Andrews Kurth LLP with respect to legality of the securities.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">23a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">23b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Andrews Kurth LLP (included as part of Exhibit&nbsp;5a).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">24a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (set forth on the signature page of this registration statement).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Incorporated herein by reference to another filing of the Company with the Securities and
Exchange Commission as indicated.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Included herein.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;The undersigned registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of
1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%"><I>Provided, however, </I>That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
</DIV>

<P align="center" style="font-size: 10pt">II-6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;That, for the purpose of determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of the securities:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Registrant undertakes that in a primary offering of securities of the Registrant pursuant to
this Registration Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(i)&nbsp;any preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule&nbsp;424 pursuant to the Securities Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(ii)&nbsp;any free writing prospectus relating to the offering prepared by or on behalf of the
Registrant or used or referred to by the Registrant;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(iii)&nbsp;the portion of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by or on behalf of the
Registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(iv)&nbsp;any other communication that is an offer in the offering made by the Registrant to the
purchaser.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item&nbsp;6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
</DIV>



<P align="center" style="font-size: 10pt">II-7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on March&nbsp;27, 2006.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">ROWAN COMPANIES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ D.F. McNease
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">D. F. McNease&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chairman of the Board, President and<BR>
Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Rowan
Companies, Inc. hereby constitutes and appoints D. F. McNease and W. H. Wells and each of them
(with full power to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting
unto such attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in order to effectuate the
same, as fully to all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ D.F. McNease
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
D.F. McNease
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ W.H. Wells
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
W.H. Wells
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Principal Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gregory M. Hatfield
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Gregory M. Hatfield
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Principal Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ R.G. Croyle
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
R.G. Croyle
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice Chairman of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William T. Fox III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William T. Fox III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Sir Graham Hearne
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Sir Graham Hearne
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Frederick R. Lausen
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Frederick R. Lausen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-8
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ H.E. Lentz
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
H.E. Lentz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Lord Moynihan
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Lord Moynihan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ C.R. Palmer
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
C.R. Palmer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ P. Dexter Peacock
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
P. Dexter Peacock
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">March&nbsp;27, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-9
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Footnote</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Reference</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">3a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation dated February&nbsp;17, 1984, incorporated by
reference to Exhibit&nbsp;4.1 to Registration Statement No.&nbsp;333-84369 on Form&nbsp;S-8 (File
No.&nbsp;1-5491) and Exhibits 4a, 4b, 4c, 4d, 4e, 4f, 4g, 4h and 4i.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">3b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws amended as of April&nbsp;23, 2004, incorporated by reference to Exhibit&nbsp;3b to
the Company&#146;s Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2005
(File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Change of Address of Registered Office and of Registered Agent
dated July&nbsp;25, 1984, incorporated by reference to Exhibit&nbsp;4.4 to Registration
Statement No.&nbsp;333-84369 on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment of Certificate of Incorporation dated April&nbsp;24, 1987,
incorporated by reference to Exhibit&nbsp;4.5 to Registration Statement No.&nbsp;333-84369
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4c
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;A Junior Preferred Stock dated March&nbsp;2,
1992, incorporated by reference to Exhibit&nbsp;4.2 to Registration Statement No.
333-84369 on Form&nbsp;8A/A filed on February&nbsp;12, 2002 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4d
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of (and Certificate of Correction related thereto) the
Series&nbsp;A Preferred Stock dated August&nbsp;5, 1998 and January&nbsp;28, 1999, respectively,
incorporated by reference to Exhibit&nbsp;4.8 to Registration Statement No.&nbsp;333-84369
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4e
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;B Preferred Stock dated June&nbsp;24, 1999,
incorporated by reference to Exhibit&nbsp;4d to Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 1999 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4f
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;C Preferred Stock dated July&nbsp;28, 2000,
incorporated by reference to Exhibit&nbsp;4.10 to Registration Statement No.&nbsp;333-44874
on Form&nbsp;S-8 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4g
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;D Preferred Stock dated May&nbsp;22, 2001,
incorporated by reference to Exhibit&nbsp;4.11 to Registration Statement No.&nbsp;333-82804
on Form&nbsp;S-3 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4h
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation of the Series&nbsp;E Preferred Stock dated October&nbsp;30, 2001,
incorporated by reference to Exhibit&nbsp;4.12 to Registration Statement No.&nbsp;333-82804
on Form&nbsp;S-3 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4i
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated January&nbsp;24, 2002, between Rowan and
Computershare Trust Co. as Rights Agent, incorporated by reference to Exhibit&nbsp;4.2
to Registration Statement on Form&nbsp;8-A/A filed on March&nbsp;31, 2003 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4j
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock certificate, incorporated by reference to Exhibit&nbsp;4.1 to
Form&nbsp;10-Q for the fiscal quarter ended March&nbsp;31, 2003 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4k
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;24, 1998 between the purchasers of Series&nbsp;A
Floating Rate Subordinated Convertible Debentures due 2008 and Rowan, incorporated
by reference to Exhibit&nbsp;4j to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
1998 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4l
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;22, 1999 between the purchasers of Series&nbsp;B
Floating Rate Subordinated Convertible Debentures due 2009 and Rowan, incorporated
by reference to Exhibit&nbsp;4j to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
1999 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Footnote</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Reference</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4m
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;27, 2000 between the purchasers of Series&nbsp;C
Floating Rate Subordinated Convertible Debentures due 2010 and Rowan, incorporated
by reference to Exhibit&nbsp;4n to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2000 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4n
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated April&nbsp;26, 2001 between the purchaser of Series&nbsp;D
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit&nbsp;4p to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2001 (File No.&nbsp;1-5491).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">4o
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Promissory Note dated September&nbsp;20, 2001 between the purchaser of Series&nbsp;E
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit&nbsp;4q to Form&nbsp;10-K for the fiscal year ended December&nbsp;31,
2001 (File No.&nbsp;1-5491).</TD>
</TR>
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    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">5a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Andrews Kurth LLP with respect to legality of the securities.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">23a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">23b
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Andrews Kurth LLP (included as part of Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">24a
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (set forth on the signature page of this registration statement).</TD>
</TR>
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    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Incorporated herein by reference to another filing of the Company with the Securities and
Exchange Commission as indicated.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Included herein.</TD>
</TR>

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[{"type": "S-8", "sequence": "1", "filename": "h34526sv8.htm", "description": "ROWAN COMPANIES, INC.", "secsgml_size_bytes": 179742}]
{"company-data": {"conformed-name": "ROWAN COMPANIES INC", "cik": "0000085408", "assigned-sic": "1381", "irs-number": "750759420", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132762", "film-number": "06715196"}, "business-address": {"street1": "2800 POST OAK BLVD.", "street2": "SUITE 5450", "city": "HOUSTON", "state": "TX", "zip": "77056-6127", "phone": "7136217800"}, "mail-address": {"street1": "2800 POST OAK BOULEVARD", "street2": "SUITE 5450", "city": "HOUSTON", "state": "TX", "zip": "77056-6127"}, "former-company": [{"former-conformed-name": "ROWAN DRILLING CO INC", "date-changed": "19711110"}, {"former-conformed-name": "ROWAN DRILLING CO", "date-changed": "19671112"}]}
sv8
As filed with the Securities and Exchange Commission on March 28, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Rowan Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
75-0759420
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
2800 Post Oak Blvd., Suite 5450
Houston, Texas
77056-6127
(Address of Principal Executive Offices)
(Zip Code)
2005 Rowan Companies, Inc.
Long-Term Incentive Plan
(Full title of the plan)
D. F. McNease
Rowan Companies, Inc.
2800 Post Oak Blvd., Suite 5450
Houston, Texas 77056-6127
(Name and address of agent for service)
(713) 621-7800
(Telephone number, including area code, of agent for service)
Copies to:
Robert V. Jewell
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Amount of
Title of securities
Amount to be
offering price
aggregate offering
registration
to be registered
registered (1)(2)
per share (3)
price
fee
Common Stock, par
value $0.125 per share
(4)
3,400,000 shares
$
40.14
$
136,476,000
$
14,602.93
(1)
Pursuant to Rule 416(a) under the Securities Act, there is also being registered such
additional number of shares of Common Stock that become available under the plan because of
events such as recapitalizations, stock dividends, stock splits or similar transactions
effected without the receipt of consideration that increases the number of outstanding shares
of common stock.
(2)
Represents shares of Common Stock reserved for issuance under the 2005 Rowan Companies, Inc.
Long-Term Incentive Plan and 429,800 shares of common stock effectively issued prior to the
date hereof under the 2005 Rowan Companies, Inc. Long-Term Incentive Plan.
(3)
The registration fee for such shares was calculated in accordance with Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange Composition Tape on March 21, 2006.
(4)
Including the associated preferred stock purchase rights subject to adjustment to reflect any
recapitalizations, stock dividends, stock splits or similar transactions.
EXPLANATORY NOTE
This registration statement on Form S-8 includes a reoffer prospectus prepared in accordance
with Instruction C of Form S-8 and Part I of Form S-3. The reoffer prospectus relates solely to
resales on a continuous or delayed basis in the future of up to an aggregate of 279,000 shares that
constitute "restricted securities" that were issued to officers, directors and other employees of
Rowan Companies, Inc. under the 2005 Rowan Companies, Inc. Long-Term Incentive Plan prior to the
filing of this registration statement.
The materials that follow Part I and precede Part II of this registration statement constitute
a reoffer prospectus, prepared in accordance with the requirements of Part I of Form S-3, in
accordance with General Instruction C of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 (plan information
and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Such documents, together with the documents incorporated by
reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Rowan Companies, Inc. (the "Company") shall maintain a file of such documents in accordance
with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Company shall
furnish to the Commission or its staff a copy of any or all of the documents included in the file.
Requests for such documents should be directed to Rowan Companies, Inc., Investor Relations
Department, (713) 960-7575.
PROSPECTUS
279,000 Shares
Rowan Companies, Inc.
Common Stock
_____________
The selling stockholders identified in this prospectus will from time to time sell the
shares of our common stock offered by this prospectus. Please read "Selling Stockholders." The
shares to be sold by the selling stockholders were acquired pursuant to the 2005 Rowan Companies,
Inc. Long-Term Incentive Plan ("LTIP").
The sales may occur in transactions on the New York Stock Exchange (the "NYSE") at prevailing
market prices, in negotiated transactions or through a combination of these methods. The selling
stockholders may offer the shares at fixed prices, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. We will not receive
proceeds from any of these sales. We are paying the expenses incurred in registering the shares,
but all selling and other expenses incurred by the selling stockholders will be borne by the
selling stockholders.
The shares of common stock included in this prospectus are "restricted securities" under the
Securities Act of 1933, as amended, before their sale under this prospectus as such shares were not
previously registered. This prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction (except for those shares sold on behalf of our
executive officers and directors which must comply with Rule 144). The selling stockholders and
any broker-dealer or agents involved in the sale or resale of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act. In addition, any commissions, discounts
or concessions paid to any such broker-dealer or agent in connection with the sale or resale of the
shares may be deemed to be underwriting commissions or discounts under the Securities Act. Please
read "Plan of Distribution."
Our common stock is listed for quotation on the NYSE under the symbol "RDC." On March 27,
2006, the last reported sale price of our common stock, as reported on the NYSE, was $42.96 per
share.
Our principal executive offices are located at 2800 Post Oak Blvd., Suite 5450, Houston, Texas
77056-6127, and our telephone number is (713) 621-7800.
Unless the context requires otherwise, references in this prospectus to "Rowan Companies,
Inc.," "we," "us" or "our" refer to Rowan Companies, Inc. and its direct and indirect subsidiaries
on a consolidated basis.
Investing in our common stock involves risk. Please read "Risk Factors" beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 28, 2006.
TABLE OF CONTENTS
Risk Factors
2
The Company
7
Use of Proceeds
7
Selling Stockholders
7
Plan of Distribution
9
Legal Matters
11
Experts
11
Information Incorporated by Reference
11
Where You Can Find More Information
11
You should rely only on the information contained in or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales of our common stock are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus, regardless of the date of
delivery of this prospectus or any sale of shares of our common stock. The information contained
in the documents incorporated by reference in this prospectus is accurate only as of the date of
the document incorporated by reference. Neither the delivery of this prospectus nor any sale or
offer to sell the shares made hereunder shall under any circumstances create any implication that
there has been no change in our affairs since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
1
RISK FACTORS
You should consider carefully the following risks relating to our business. In addition,
please read carefully the other information in this prospectus before purchasing any of our common
stock.
Our operations are volatile and heavily dependent upon commodity prices and other factors beyond
our control.
The success of our drilling operations depends heavily upon the condition of the oil and gas
industry and the level of offshore drilling activity. Demand for our drilling services is
vulnerable to periodic declines in drilling activity that are typically associated with depressed
oil and natural gas prices. Oil and natural gas prices have historically been very volatile, and
our drilling operations have in the past suffered through long periods of weak market conditions.
Demand for our drilling services also depends on additional factors that are beyond our
control, including:
•
fluctuations in the worldwide demand for oil and natural gas;
•
the willingness and ability of the Organization of Petroleum Exporting
Countries, or OPEC, to limit production levels and influence prices;
•
political and military conflicts in oil-producing areas and the effects of terrorism;
•
the level of production in non-OPEC countries;
•
laws, regulations and policies of various governments regarding
exploration and development of their oil and natural gas reserves;
•
advances in exploration and development technology; and
•
further consolidation of our customer base.
Our drilling operations will be adversely affected by future declines in oil and natural gas
prices, but we cannot predict the extent of that effect. Nor can we assure you that a reduction in
offshore drilling activity will not occur for other reasons. Our manufacturing operations, though
less volatile, are also dependent on commodity prices which affect demand for rigs and rig
components and mining and timber equipment.
We have incurred losses recently and over prolonged periods in the past, a circumstance that could
occur again in the future.
In 2004, we incurred a net loss of $1.3 million. In 2003, we incurred a $3.3 million net loss
from continuing operations. In 2002, we experienced a 19% decline in revenues and incurred a loss
from operations of $26.1 million. During the 1985-1995 period, we consistently incurred net losses
that totaled more than $360 million. The inherent volatility of the businesses in which we operate
makes it likely that we will incur additional losses in the future.
Our markets are highly competitive, which may make it difficult for us to maintain satisfactory
price levels.
Our drilling and manufacturing markets are highly competitive, and no single participant is
dominant. In our drilling markets, drilling contracts are often awarded on a competitive bid basis,
with intense price competition frequently being the primary factor determining which qualified
contractor is awarded the job, although rig availability and location, the contractor's safety and
operational record and the quality and technical capability of service and equipment are also
factors. Additionally, recent mergers among oil and natural gas exploration and production
companies have reduced the number of available customers, which may further increase competition in
our drilling markets. Our manufacturing markets are also characterized by vigorous competition
among several competitors. Some of our competitors possess greater financial resources than we do.
We may have to reduce our prices in order to remain competitive in our markets, which could have an
adverse effect on our operating results.
2
The drilling history has historically been cyclical, and periods of low demand could have an
adverse effect on our operating results.
The contract drilling industry has historically been cyclical, with periods of high demand,
short rig supply and high day rates, followed by periods of lower demand, excess rig supply and low
day rates. Although demand for drilling services is currently strong, there can be no assurances
that demand will not decline in future periods. Strong demand may lead to an increase in new rig
construction and reactivation of cold-stacked rigs, which could lead to increased price
competition. We believe there are currently approximately 50 competitive jack-ups under
construction or contracted for construction worldwide. There can be no assurances that the market
will be able to fully absorb the addition of these new rigs to the worldwide fleet, and the
addition of these rigs could lead to decreased rig utilization, increased price competition and
lower day rates. Prolonged periods of low rig utilization and day rates require us to enter into
lower rate contracts or idle rigs, which could have an adverse effect on our operating results and
cash flows. Prolonged periods of low rig utilization and day rates could also result in the
recognition of impairment charges on certain of our drilling rigs if future cash flow estimates,
based upon information available to management at the time, indicate that their carrying value may
not be recoverable.
Most of our drilling contracts are fixed day rate contracts, and increases in our operating costs
could have an adverse effect on the profitability of those contracts.
Most of our contracts with customers for our drilling units provide for the payment of a fixed
day rate per rig operating day. However, many of our operating costs are unpredictable and vary
based on events beyond our control. Our gross margins on these fixed day rate contracts will vary
based on fluctuations in our operating costs during the terms of these contracts. If our costs
increase or we encounter unforeseen costs, we may not be able to recover such costs from our
customers, which could adversely affect our financial position, results of operations and cash
flows.
Our fleet expansion program may encounter liquidity problems.
If operating conditions deteriorate, our results of operations would suffer and working
capital may not be adequate to finance our ongoing fleet expansion program. Because outside
financing may not be available, we could be forced to suspend rig construction activities.
We have in progress an offshore fleet expansion program under which we plan to spend
approximately $515 million over the 2006-2009 period towards the completion of our third and fourth
Tarzan Class
jack-up rigs and the construction of two new 240C rigs. Another $257 million is
committed in 2006 toward the construction of 12 new land rigs and for ongoing upgrades to existing
equipment and facilities. We currently have no available lines of credit, thus all of our expected
capital expenditures over the next two to three years may need to be internally financed through
working capital or operating cash flows. If we experience cost overruns or delays in our capital
projects or if we should need additional financing and are unable to obtain it at commercially
favorable rates, we could experience liquidity problems.
Rig upgrade, enhancement and new construction projects are subject to risks which could cause
delays or cost overruns and adversely affect our financial condition and results of operations.
As noted above, we currently have a substantial fleet expansion program in progress. These
projects and other projects of this type are subject to risks of delay or cost overruns inherent in
any large construction project from numerous factors, including the following:
•
shortages of equipment, materials or skilled labor;
•
unscheduled delays in the delivery of ordered materials and equipment;
•
inability to obtain required permits or approvals;
•
unanticipated cost increases;
•
adverse weather conditions;
3
•
design or engineering problems; and
•
work stoppages.
Significant cost overruns or delays could adversely affect our financial condition of
operations. Additionally, failure to complete a project on time may result in the delay of revenue
from that rig, which also could adversely affect our financial condition, results of operations and
cash flows.
Our Super Gorilla and Tarzan Class offshore jack-up drilling rigs are pledged as security under our
government-guaranteed debt arrangements.
If operating conditions deteriorate and if market conditions were to remain depressed for a
long period of time, our results of operations would suffer and working capital and other financial
resources may not be available or adequate to service our outstanding debt. Our four
Super Gorilla
class jack-ups and our two
Tarzan Class
jack-ups are pledged as security under our
government-guaranteed debt arrangements. If we were unable to service our debt, it is possible that
these assets could be removed from our fleet, in which case our ability to generate revenues would
be significantly reduced.
Our results of operations will be adversely affected if we are unable to secure drilling contracts
for our rigs on economically favorable terms.
The drilling markets in which we compete frequently experience significant fluctuations in the
demand for drilling services, as measured by the level of exploration and development expenditures,
and the supply of capable drilling equipment. In response to fluctuating market conditions, we can,
as we have done in the past, relocate drilling rigs from one geographic area to another, but only
when such moves are economically justified over the longer term. If demand for our rigs declines,
our rig utilization and day rates are generally adversely affected.
The expansion of our drilling fleet increases our daily operating costs. We may be unable to
secure economical drilling contracts for our new rigs, in which case their delivery will negatively
impact our operating results.
If our customers terminate or seek to renegotiate our drilling contracts, our results of operations
may be adversely affected.
Some of our drilling contracts are cancelable by the customer upon specific notice by the
customer, or upon the occurrence of events beyond our control, such as the loss or destruction of
the rig or the suspension of drilling operations for a specified period of time as a result of a
breakdown of major equipment. Although our contracts may require the customer to make an early
termination payment upon cancellation of the contract, such payment may not be sufficient to fully
compensate us for the loss of the contract. Early termination of a contract may result in a rig
being idle for an extended period of time. Our revenues, results of operations and cash flows may
be adversely affected by customers' early termination of contracts, especially if we are unable to
re-contract the affected rig within a short period of time. Additionally, during adverse market
conditions, a customer may be able to obtain a comparable rig at a lower daily rate, and as a
result, may seek to renegotiate the terms of their existing drilling contract with us. The
renegotiation of a number of our drilling contracts could adversely affect our revenues, results of
operations and cash flows.
Failure to obtain or retain highly skilled personnel could adversely affect our operations.
We require highly skilled personnel to operate and provide technical services and support for
our businesses. Competition for skilled and other labor required for our drilling operations has
increased in recent years as the number of rigs activated or added to worldwide fleets has
increased. If this expansion continues and the demand for drilling services remains strong or
increases, shortages of qualified personnel could develop, creating upward pressure on wages and
making it more difficult to staff and service our rigs, which could adversely affect our operating
results.
4
Many of our drilling rigs are subject to damage or destruction by severe weather.
Much of the Gulf of Mexico, the North Sea and offshore eastern Canada experience hurricanes or
other extreme weather conditions on a relatively frequent basis. Many of our offshore drilling rigs
are located in these areas and are thus subject to damage or destruction by these storms. Damage
caused by high winds and turbulent seas could cause us to suspend operations on such drilling rigs
for significant periods of time until the damage can be repaired. Additionally, even if our
drilling rigs are not directly damaged by such storms, we may still experience disruptions in our
operations due to damage to our customer's platforms and other related facilities in these areas.
During Hurricanes Katrina and Rita in 2005, we lost four rigs and another was significantly
damaged. Future storms could result in the loss or damage of additional rigs, which could adversely
affect our financial condition, results of operations and cash flows.
We are subject to operating risks such as blowouts and well fires that could result in
environmental damage, property loss, personal injury and death, some of which may not be covered by
insurance or recoverable indemnification.
Our drilling operations are subject to many hazards that could increase the likelihood of
accidents. Accidents can result in:
•
costly delays or cancellations of drilling operations;
•
serious damage to or destruction of equipment;
•
personal injury or death;
•
significant impairment of producing wells, leased properties or
underground geological formations; and
•
major environmental damage.
Our offshore drilling operations are also subject to marine hazards, either at offshore sites
or while drilling equipment is under tow, such as vessel capsizings, collisions or groundings. In
addition, raising and lowering jack-up rigs and drilling into high-pressure formations are complex,
hazardous activities and we frequently encounter problems.
Our manufacturing operations also present serious risks. Our manufacturing processes could
pollute the air, land, and inland waters, and the products we manufacture could be implicated in
lawsuits alleging environmental harm, property loss, personal injury and death.
We have had accidents in the past demonstrating some of the hazards described above, including
high pressure drilling accidents resulting in lost or damaged drilling formations and towing
accidents resulting in lost drilling equipment. Any similar events could yield future operating
losses and have significant adverse impact on our business.
We currently maintain broad insurance coverage, subject to certain significant deductibles and
levels of self-insurance, but it does not cover all types of losses, and in some situations it may
not provide full coverage of losses or liabilities resulting from our operations. Further, due to
the losses sustained by us and the offshore drilling industry as a consequence of hurricanes that
occurred in the Gulf of Mexico in 2004 and 2005, we may not be able to obtain future insurance
coverage comparable with that of prior years, thus putting us at a greater risk of loss due to
severe weather conditions and other hazards, which could have a material adverse effect on our
financial position, results of operations and cash flows. In addition, we are likely to experience
increased costs for available insurance coverage which may impose higher deductibles and limit
maximum aggregated recoveries for certain perils, such as hurricane related windstorm damage or
loss. We may be required to modify our risk management program in response to changes in the
insurance market, including increased risk retention.
Consistent with standard industry practice, we typically obtain contractual indemnification
from our customers whereby such customers generally agree to protect and indemnify us for
liabilities resulting from various
5
hazards associated with the drilling industry. However, there can be no assurance that our
customers will be financially able to meet these indemnification obligations, and the failure of a
customer to meet such obligations, the failure of one or more of our insurance providers to meet
claim obligations, or losses or liabilities resulting from unindemnified, uninsured or underinsured
events could have a material adverse effect on our financial position, results of operations and
cash flows.
Government regulations and environmental risks, which reduce our business opportunities and
increase our operating costs, might worsen in the future.
Government regulations dictate design and operating criteria for drilling vessels, determine
taxation levels to which we (and our customers) are subject, control and often limit access to
potential markets and impose extensive requirements concerning employee safety, environmental
protection and pollution control. Environmental regulations, in particular, prohibit access to some
markets and make others less economical, increase equipment and personnel costs and often impose
liability without regard to negligence or fault. In addition, governmental regulations may
discourage our customers' activities, reducing demand for our products and services. We may be
liable for damages resulting from pollution of offshore waters and, under United States
regulations, must establish financial responsibility in order to drill offshore.
In response to the significant damage to offshore rigs in recent years caused by Gulf of
Mexico hurricanes, various industry and regulatory organizations are considering additional
operating constraints during the tropical storm season. Such constraints, if required, could limit
the capability of many of the Company's rigs to operate at certain locations in the Gulf of Mexico
during a significant portion of each year. Depending upon the Company's ability to obtain work
elsewhere, the impact of these additional regulations could be to reduce the Company's ability to
generate drilling revenues.
Anti-takeover provisions in our Certificate of Incorporation, bylaws and stockholder rights plan
could make it difficult for holders of our common stock to receive a premium for their shares upon
a change of control.
Holders of the common stock of acquisition targets may receive a premium for their shares upon
a change of control. Delaware law and the following provisions, among others, of our Certificate of
Incorporation, bylaws and rights plan could have the effect of delaying or preventing a change of
control and could prevent holders of our common stock from receiving such a premium:
•
The affirmative vote of 80% of the outstanding shares of our capital stock is required
to approve business combinations with any related person that have not been approved by our
board of directors. We are also subject to a provision of Delaware corporate law that
prohibits us from engaging in a business combination with any interested stockholder for
three years from the date that person became an interested stockholder unless specified
conditions are met.
•
Special meetings of stockholders may not be called by anyone other than our board of
directors, its chairman, its executive committee or our president or chief executive
officer.
•
Our board of directors is divided into three classes whose terms end in successive
years, so that less than a majority of our board comes up for election at any annual
meeting.
•
Our board of directors has the authority to issue up to 5,000,000 shares of preferred
stock and to determine the voting rights and other privileges of these shares without any
vote or action by our stockholders.
•
We have adopted a stockholder rights plan that provides our stockholders rights to
purchase junior preferred stock in certain circumstances, whereby the ownership of Rowan shares by a potential acquirer can be significantly diluted by the sale at a significant
discount of additional Rowan shares to all other stockholders, which could discourage
unsolicited acquisition proposals.
6
THE COMPANY
Rowan is a major provider of international and domestic contract drilling services. We provide
contract drilling services utilizing a fleet of 20 self-elevating mobile offshore drilling
platforms and 17 land drilling rigs. Our drilling operations are conducted primarily in the Gulf of
Mexico, the Middle East, the North Sea, offshore eastern Canada and in Texas, Louisiana and
Oklahoma. We also own and operate a manufacturing division that produces equipment for the
drilling, mining and timber industries. Rowan was organized in 1947 as a Delaware corporation and a
successor to a contract drilling business conducted since 1923 under the name Rowan Drilling
Company, Inc.
Our principal executive offices are located at 2800 Post Oak Boulevard, Suite 5450, Houston,
Texas, 77056-6127. Our telephone number is (713) 621-7800.
USE OF PROCEEDS
The shares of common stock offered by this prospectus are being registered for the account of
the selling stockholders identified in this prospectus under the caption "Selling Stockholders."
We will not receive any proceeds from the sale of the shares of common stock by the selling
stockholders.
SELLING STOCKHOLDERS
This prospectus relates to offers and sales by the selling stockholders of shares of common
stock acquired under the LTIP. As noted in the table below, certain of the selling stockholders
are our executive officers and directors.
As the selling stockholders may sell all or some part of the common stock that they hold under
this prospectus and this offering is not being underwritten on a firm commitment basis, we are
unable to estimate the amount of common stock that will be held by the selling stockholders upon
termination of this offering. Our common stock offered by this prospectus may be offered from time
to time, in whole or in part, by the persons named below or by their transferees, as to whom
applicable information will, to the extent required, be set forth in a prospectus supplement.
There can be no assurance that the selling stockholders will offer or sell any of their shares
registered in this offering.
The following table sets forth information as of February 28, 2006, regarding the beneficial
ownership of our common stock by the selling stockholders prior to this offering, the shares of our
common stock covered by this prospectus and the beneficial ownership of our common stock by the
selling stockholders after this offering.
Except under applicable community property laws or as otherwise indicated in the footnotes to
the table below, the persons named in the table have sole voting and investment power with respect
to all shares beneficially owned. The address of the selling stockholders is c/o 2800 Post Oak
Boulevard, Suite 5450, Houston, Texas 77056-6127.
7
Number of Shares to
Number of
be Beneficially
Shares Beneficially
Owned After All
Owned other than
Currently Owned
the Shares covered
Number of Shares
Shares Covered by
by this Prospectus
Covered by this
this Prospectus Are
Name of Selling Stockholders
(1)(2)
Prospectus (1)
Resold (1)(2)
D. F. McNease, Chairman, President & CEO
323,475
80,400
323,475
R.G. Croyle, Vice Chairman & Chief Administrative
Officer
352,644
40,900
352,644
P.L. Kelly, Senior Vice President — Special Projects
98,734
2,700
98,734
J.L. Buvens, Senior Vice President — Legal
84,180
6,800
84,180
M.A. Keller, Senior Vice President — Marketing
117,390
6,800
117,390
D.P. Russell, Vice President — Drilling Operations
5,091
6,100
5,091
W.H. Wells, Vice President — Finance and Treasurer
45,125
5,400
45,125
Henry O. Boswell, Director (Retired)
83,600
3,000
83,600
William T. Fox III, Director
15,000
5,700
15,000
Sir Graham Hearne, Director
11,000
2,700
11,000
Frederick R. Lausen, Director (3)
29,000
5,700
29,000
H.E. Lentz, Director (4)
45,200
5,700
45,200
Lord Moynihan, Director
16,000
5,700
16,000
C.R. Palmer, Director (5)
2,264,056
5,700
2,264,056
P. Dexter Peacock, Director
7,000
2,700
7,000
Other employees (as a group)
873,740
93,000
873,740
(1)
The amounts and percentages of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial ownership of
securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a
security if that person has or shares "voting power," which includes the power to vote or to
direct the voting of such security, or "investment power," which includes the power to
dispose of or to direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days, including through the exercise of options or warrants. Under
these rules, more than one person may be deemed a beneficial owner of the same securities
and a person may be deemed a beneficial owner of securities as to which he has no economic
interest.
(2)
Reflects shares of our stock allocated to participants in the Rowan Companies, Inc. Savings
and Investment Plan. The Plan participants have sole voting power and limited dispositive
power over such shares. Includes shares of our stock that may be acquired through April 29,
2006 through the exercise of options and the conversion of floating rate subordinated
convertible debentures.
(3)
Mr. Lausen's shares are owned jointly with his wife.
(4)
Includes 200 shares held in the names of Mr. Lentz's two children with respect to which Mr.
Lentz's wife serves as custodian. Mr. Lentz disclaims beneficial ownership of such shares.
Mr. Lentz's shares are owned jointly with his wife.
(5)
Includes 33,132 shares held in a charitable foundation for which Mr. Palmer is one of three
trustees. Mr. Palmer has no pecuniary interest in such shares and disclaims beneficial
ownership of such shares. Also included are 1,680 shares owned by Mr. Palmer's wife. Mr.
Palmer disclaims beneficial ownership of such shares.
8
PLAN OF DISTRIBUTION
We are registering the common stock covered by this prospectus for the selling stockholders
listed in the table set forth under the caption "Selling Stockholders." As used in this
prospectus, the term "selling stockholders" includes the selling stockholders named in the table
above and any of their permitted donees, pledges, transferees, successors-in-interest or others who
may later hold such selling stockholder's interests in the shares of our common stock covered by
this prospectus and are entitled to resell the shares using this prospectus. We have registered
the selling stockholders' shares of our common stock for resale to provide the selling stockholders
with freely tradeable shares of our common stock. However, resales by our executive officers and
directors pursuant to this prospectus must still comply with the requirements of Rule 144 of the
Securities Act. Registration of the selling stockholders' shares of our common stock does not
necessarily mean that the selling stockholders will offer or sell any of their shares. We will not
receive any proceeds from the offering or sale of the selling stockholders' shares.
The selling stockholders may sell the common stock being offered by this prospectus in one or
more of the following ways at various times, which may include block transactions or crosses:
•
to underwriters for resale to the public or to institutional investors;
•
directly to the public or institutional investors; or
•
through brokers, dealers or agents to the public or to institutional investors.
The selling stockholders will act independently of us in making decisions with respect to the
timing, manner and size of each sale. We have advised the selling stockholders that the
anti-manipulative rules of Regulation M under the Securities Exchange Act of 1934, as amended, may
apply to sales in the market and have informed them of the possible need for delivery of copies of
this prospectus. The selling stockholders may sell the common stock on The New York Stock Exchange
or any other exchange or automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or through a combination of these methods. Those sales may be
made at fixed prices, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. If underwriters are used in the sale, the common
stock will be acquired by the underwriters for their own account and may be resold at various times
in one or more transactions, including negotiated transactions, at a fixed public offering price or
prices, which may be changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders. A distribution of the common stock by the selling
stockholders may also be effected through the issuance by the selling stockholders or others of
derivative securities, including warrants, exchangeable securities, forward delivery contracts and
the writing of put or call options, or a combination of any of those derivative securities.
In addition, the selling stockholders may sell some or all of the shares of common stock
covered by this prospectus through:
•
block trades in which a broker-dealer will attempt to sell as agent, but may
position or resell a portion of the block, as principal, in order to facilitate the
transaction;
•
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
•
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
•
privately negotiated transactions.
When selling the common stock, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. For example, the selling stockholders may:
•
enter into transactions involving short sales of the common stock by broker-dealers
or other financial institutions;
•
sell common stock short themselves and redeliver such shares to close out their
short positions;
9
•
enter into options or other types of transactions that require the selling
stockholders to deliver common stock to a broker-dealer or other financial institution,
who will then resell or transfer the common stock under this prospectus (as
supplemented or amended to reflect the transaction); or
•
loan or pledge the common stock to a broker-dealer or other financial institution,
who may sell the loaned shares or, in the event of default, sell the pledged shares.
Broker-dealers engaged in connection with the sale of shares of common stock covered by this
prospectus may receive compensation in the form of discounts, concessions or commissions from the
selling stockholders or purchasers of the shares for whom those broker-dealers may act as agents or
to whom they sell as principal, or both. The compensation of a particular broker-dealer may be less
than or in excess of customary commissions. Broker-dealers engaged by the selling stockholders may
allow other broker-dealers to participate in resales. The selling stockholders and any
broker-dealers or agents involved in the sale or resale of the common stock may be deemed to be
"underwriters" within the meaning of the Section 2(a)(11) of the Securities Act. In addition, the
commissions, discounts or concessions paid to any such broker-dealers or agents in connection with
the sale or resale of the shares may be deemed to be underwriting commissions or discounts under
the Securities Act.
In addition to selling shares of common stock under this prospectus, the selling stockholders
may:
•
transfer shares of common stock in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or other
transfer;
•
sell shares of common stock pursuant to Rule 144 under the Securities Act rather
than under this prospectus, if the transaction meets the requirements of Rule 144; or
•
sell shares of common stock by any other legally available means.
We are not aware of any agreements, arrangements or understandings between the selling
stockholders and any brokers, dealers, agents or underwriters regarding the sale of shares of
common stock by the selling stockholders.
Upon our being notified by the selling stockholders that any material arrangement has been
entered into with an underwriter, broker-dealer or agent for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution, we will file a supplement
to this prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose to the extent applicable:
•
the name of the selling stockholders and of any participating underwriter,
broker-dealer or agent;
•
the number of shares involved;
•
the price at which those shares were sold;
•
the commissions paid or discounts or concessions allowed; and
•
other facts material to the transaction.
In addition, if required by the Securities Act, we will file a supplement to this prospectus
upon being notified by the selling stockholders that any successor-in-interest that is entitled to
sell shares using this prospectus intends to sell more than 500 shares of common stock.
10
LEGAL MATTERS
Andrews Kurth LLP, Houston, Texas, will pass upon the validity of the common stock offered by
this prospectus.
EXPERTS
The consolidated financial statements of Rowan Companies, Inc. and subsidiaries as of December
31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 and
management's report on the effectiveness of internal control over financial reporting as of
December 31, 2005 incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 2005, have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The Company incorporates by reference in this prospectus the following documents and
information previously filed with the Securities and Exchange Commission (the "Commission"):
(1)
The annual report on Form 10-K for the fiscal year ended December 31, 2005 as
filed by the Company with the Commission on March 16, 2005.
(2)
The current reports on Form 8-K as filed by the Company with the Commission on
January 20, 2006 (except for Item 7.01 thereof and the related exhibits), January 31,
2006, February 22, 2006 (except for Item 7.01 thereof and the related exhibits), March
1, 2006 (except for Item 2.02 thereof and the related exhibit), March 14, 2006 and
March 21, 2006 (as amended by Form 8-K/A filed March 22, 2006) (except for Item 7.01
thereof and the related exhibits)..
(3)
The description of the Company's common stock incorporated by reference to
Exhibit 4.1 to Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 1-5491)
and any amendment or report filed for the purpose of updating that description.
All documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of the registration statement of
which this prospectus is a part and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the registration statement and
to be a part thereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of the registration
statement of which this prospectus is a part to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission a registration statement on Form S-8, of which this
prospectus is a part, under the Securities Act with respect to the shares of common stock offered
by this prospectus. The prospectus does not contain all of the information included in the
registration statement or in the exhibits to the registration statement. Statements contained in
this prospectus concerning the provisions of any document are not necessarily complete. You should
refer to the copies of these documents filed as exhibits to the registration statement or otherwise
filed by us with the Commission for a more complete understanding of the matter involved. Each
statement concerning these documents is qualified in its entirety by that reference.
11
We are also subject to the informational requirements of the Exchange Act. In accordance with
the Exchange Act, we file periodic reports, proxy and information statements and other information
with the SEC. The registration statement on Form S-8, of which this prospectus is a part,
including the attached exhibits and schedules thereto, and any other information that we may file
with the Commission may be inspected and copied at the public reference room maintained by the
Commission located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may call the
Commission at 1-800-SEC-0330 to obtain further information on the operation of the public reference
room. The Commission maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the
Commission. In addition, copies of the registration statement, including the exhibits and
schedules, and the periodic reports, proxy and information statements and other information that we
file with the Commission may be obtained from the Commission's Internet site at http://www.sec.gov.
We also make available free of charge on the SEC Filings section of our Internet website at
http://www.rowancompanies.com our annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the Commission. Information on
our website or any other website is not incorporated into this prospectus by reference and does not
constitute a part of this prospectus.
12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference in this registration statement the following documents
and information previously filed with the Commission:
(1)
The annual report on Form 10-K for the fiscal year ended December 31, 2005 as
filed by the Company with the Commission on March 16, 2005.
(2)
The current reports on Form 8-K as filed by the Company with the Commission on
January 20, 2006 (except for Item 7.01 thereof and the related exhibits), January 31,
2006, February 22, 2006 (except for Item 7.01 thereof and the related exhibits), March
1, 2006 (except for Item 2.02 thereof and the related exhibit), March 14, 2006 and
March 21, 2006 (as amended by Form 8-K/A filed March 22, 2006) (except for Item 7.01
thereof and the related exhibits)..
(3)
The description of the Company's common stock incorporated by reference to
Exhibit 4.1 to Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 1-5491)
and any amendment or report filed for the purpose of updating that description.
All documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of
filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides as
follows:
"(a) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such
action, suit or proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person's conduct was unlawful.
II-1
(b) A corporation shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person against such
liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any
II-2
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the corporation" as referred
to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys' fees)."
Similarly, Article VII of the Company's By-laws provides as follows:
"Section 1. Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is the legal representative, is
or was or has agreed to become a director or officer of the Corporation or is or was
serving or has agreed to serve at the request of the Corporation as a director,
officer, employee or agent or another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while serving or having
agreed to serve as a director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to provide
prior to such amendment) against all expense, liability and loss (including without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to serve in the capacity which initially entitled such person
to indemnity hereunder and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification conferred in
this Article VII shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General Corporation
Law requires, the payment of such expenses incurred by a current, former or proposed
director or officer in his or her capacity as a director or officer or proposed
director or officer (and not in any other capacity in which service was or is or has
been agreed to be rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such indemnified person, to repay all amounts so
advanced if it
II-3
shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Section or otherwise."
The Company's By-laws provide that the Company may secure insurance on behalf of any officer,
director, employee or agent. Specifically, Article VII of the Company's By-laws provides as
follows:
"Section 5. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any person who is or was serving as a director, officer, employee
or agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law."
In accordance with its Restated Certificate of Incorporation, the Company has obtained an
insurance policy providing for indemnification of officers and directors of the Company and certain
other persons against liabilities and expenses incurred by any of them in certain stated
proceedings and under certain stated conditions.
The Company's Restated Certificate of Incorporation and the DGCL limit the personal liability
of directors to the Company and its stockholders for monetary damages resulting from breaches of
the director's fiduciary duties. Section 102(b)(7) of the DGCL provides in part that a
corporation's certificate of incorporation may contain:
"A provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that such provision shall not eliminate or limit the liability
of a director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under §174
of this title; or (iv) for any transaction from which the director derived an
improper personal benefit."
Article THIRTEENTH of the Company's Restated Certificate of Incorporation similarly states
that:
"No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal or
modification."
Reference is made to Item 9 for the Company's undertakings with respect to indemnification for
liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
The restricted shares of our common stock that are being registered for reoffer and resale
under this Registration Statement were issued prior to the filing of this Registration Statement
and are "restricted securities" (as such term is defined in Rule 144(a)(3) under the Securities
Act). These restricted shares were issued to members of our board of directors and certain
management employees pursuant to the Company's Long Term Incentive Plan in transactions exempt
from registration under Section 4(2) of the Securities Act.
II-4
Item 8. Exhibits.
Footnote
Exhibit
Reference
Number
Exhibit Description
(1)
3a
Restated Certificate of Incorporation dated February 17, 1984, incorporated by
reference to Exhibit 4.1 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491) and Exhibits 4a, 4b, 4c, 4d, 4e, 4f, 4g, 4h and 4i.
(1)
3b
Bylaws amended as of April 23, 2004, incorporated by reference to Exhibit 3b to
the Company's Annual Report on Form 10-K for the year ended December 31, 2005
(File No. 1-5491).
(1)
4a
Certificate of Change of Address of Registered Office and of Registered Agent
dated July 25, 1984, incorporated by reference to Exhibit 4.4 to Registration
Statement No. 333-84369 on Form S-8 (File No. 1-5491).
(1)
4b
Certificate of Amendment of Certificate of Incorporation dated April 24, 1987,
incorporated by reference to Exhibit 4.5 to Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
(1)
4c
Certificate of Designation of the Series A Junior Preferred Stock dated March 2,
1992, incorporated by reference to Exhibit 4.2 to Registration Statement No.
333-84369 on Form 8-A/A filed on February 12, 2002 (File No. 1-5491).
(1)
4d
Certificate of Designation of (and Certificate of Correction related thereto) the
Series A Preferred Stock dated August 5, 1998 and January 28, 1999, respectively,
incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
(1)
4e
Certificate of Designation of the Series B Preferred Stock dated June 24, 1999,
incorporated by reference to Exhibit 4d to Form 10-K for the fiscal year ended
December 31, 1999 (File No. 1-5491).
(1)
4f
Certificate of Designation of the Series C Preferred Stock dated July 28, 2000,
incorporated by reference to Exhibit 4.10 to Registration Statement No. 333-44874
on Form S-8 (File No. 1-5491).
(1)
4g
Certificate of Designation of the Series D Preferred Stock dated May 22, 2001,
incorporated by reference to Exhibit 4.11 to Registration Statement No. 333-82804
on Form S-3 (File No. 1-5491).
(1)
4h
Certificate of Designation of the Series E Preferred Stock dated October 30, 2001,
incorporated by reference to Exhibit 4.12 to Registration Statement No. 333-82804
on Form S-3 (File No. 1-5491).
(1)
4i
Amended and Restated Rights Agreement, dated January 24, 2002, between Rowan and
Computershare Trust Co. as Rights Agent, incorporated by reference to Exhibit 4.2
to Registration Statement on Form 8-A/A filed on March 21, 2003 (File No. 1-5491).
(1)
4j
Specimen Common Stock certificate, incorporated by reference to Exhibit 4.1 to
Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 1-5491).
(1)
4k
Form of Promissory Note dated April 24, 1998 between the purchasers of Series A
Floating Rate Subordinated Convertible Debentures due 2008 and Rowan, incorporated
by reference to Exhibit 4j to Form 10-K for the fiscal year ended December 31,
1998 (File No. 1-5491).
(1)
4l
Form of Promissory Note dated April 22, 1999 between the purchasers of Series B
Floating Rate Subordinated Convertible Debentures due 2009 and Rowan, incorporated
by reference to Exhibit 4j to Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-5491).
II-5
Footnote
Exhibit
Reference
Number
Exhibit Description
(1)
4m
Form of Promissory Note dated April 27, 2000 between the purchasers of Series C
Floating Rate Subordinated Convertible Debentures due 2010 and Rowan, incorporated
by reference to Exhibit 4n to Form 10-K for the fiscal year ended December 31,
2000 (File No. 1-5491).
(1)
4n
Form of Promissory Note dated April 26, 2001 between the purchaser of Series D
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit 4p to Form 10-K for the fiscal year ended December 31,
2001 (File No. 1-5491).
(1)
4o
Form of Promissory Note dated September 20, 2001 between the purchaser of Series E
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit 4q to Form 10-K for the fiscal year ended December 31,
2001 (File No. 1-5491).
(2)
5a
Opinion of Andrews Kurth LLP with respect to legality of the securities.
(2)
23a
Consent of Independent Registered Public Accounting Firm.
(2)
23b
Consent of Andrews Kurth LLP (included as part of Exhibit 5a).
(2)
24a
Power of Attorney (set forth on the signature page of this registration statement).
(1)
Incorporated herein by reference to another filing of the Company with the Securities and
Exchange Commission as indicated.
(2)
Included herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however,
That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-6
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(6) That, for the purpose of determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of the securities:
The Registrant undertakes that in a primary offering of securities of the Registrant pursuant to
this Registration Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule 424 pursuant to the Securities Act;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the
Registrant or used or referred to by the Registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by or on behalf of the
Registrant; and
(iv) any other communication that is an offer in the offering made by the Registrant to the
purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on March 27, 2006.
ROWAN COMPANIES, INC.
By:
/s/ D.F. McNease
D. F. McNease
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Rowan
Companies, Inc. hereby constitutes and appoints D. F. McNease and W. H. Wells and each of them
(with full power to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting
unto such attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in order to effectuate the
same, as fully to all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ D.F. McNease
D.F. McNease
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
March 27, 2006
/s/ W.H. Wells
W.H. Wells
Principal Financial Officer
March 27, 2006
/s/ Gregory M. Hatfield
Gregory M. Hatfield
Principal Accounting Officer
March 27, 2006
/s/ R.G. Croyle
R.G. Croyle
Vice Chairman of the Board
March 27, 2006
/s/ William T. Fox III
William T. Fox III
Director
March 27, 2006
/s/ Sir Graham Hearne
Sir Graham Hearne
Director
March 27, 2006
/s/ Frederick R. Lausen
Frederick R. Lausen
Director
March 27, 2006
II-8
Signature
Title
Date
/s/ H.E. Lentz
H.E. Lentz
Director
March 27, 2006
/s/ Lord Moynihan
Lord Moynihan
Director
March 27, 2006
/s/ C.R. Palmer
C.R. Palmer
Director
March 27, 2006
/s/ P. Dexter Peacock
P. Dexter Peacock
Director
March 27, 2006
II-9
EXHIBIT INDEX
Footnote
Exhibit
Reference
Number
Exhibit Description
(1)
3a
Restated Certificate of Incorporation dated February 17, 1984, incorporated by
reference to Exhibit 4.1 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491) and Exhibits 4a, 4b, 4c, 4d, 4e, 4f, 4g, 4h and 4i.
(1)
3b
Bylaws amended as of April 23, 2004, incorporated by reference to Exhibit 3b to
the Company's Annual Report on Form 10-K for the year ended December 31, 2005
(File No. 1-5491).
(1)
4a
Certificate of Change of Address of Registered Office and of Registered Agent
dated July 25, 1984, incorporated by reference to Exhibit 4.4 to Registration
Statement No. 333-84369 on Form S-8 (File No. 1-5491).
(1)
4b
Certificate of Amendment of Certificate of Incorporation dated April 24, 1987,
incorporated by reference to Exhibit 4.5 to Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
(1)
4c
Certificate of Designation of the Series A Junior Preferred Stock dated March 2,
1992, incorporated by reference to Exhibit 4.2 to Registration Statement No.
333-84369 on Form 8A/A filed on February 12, 2002 (File No. 1-5491).
(1)
4d
Certificate of Designation of (and Certificate of Correction related thereto) the
Series A Preferred Stock dated August 5, 1998 and January 28, 1999, respectively,
incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
(1)
4e
Certificate of Designation of the Series B Preferred Stock dated June 24, 1999,
incorporated by reference to Exhibit 4d to Form 10-K for the fiscal year ended
December 31, 1999 (File No. 1-5491).
(1)
4f
Certificate of Designation of the Series C Preferred Stock dated July 28, 2000,
incorporated by reference to Exhibit 4.10 to Registration Statement No. 333-44874
on Form S-8 (File No. 1-5491).
(1)
4g
Certificate of Designation of the Series D Preferred Stock dated May 22, 2001,
incorporated by reference to Exhibit 4.11 to Registration Statement No. 333-82804
on Form S-3 (File No. 1-5491).
(1)
4h
Certificate of Designation of the Series E Preferred Stock dated October 30, 2001,
incorporated by reference to Exhibit 4.12 to Registration Statement No. 333-82804
on Form S-3 (File No. 1-5491).
(1)
4i
Amended and Restated Rights Agreement, dated January 24, 2002, between Rowan and
Computershare Trust Co. as Rights Agent, incorporated by reference to Exhibit 4.2
to Registration Statement on Form 8-A/A filed on March 31, 2003 (File No. 1-5491).
(1)
4j
Specimen Common Stock certificate, incorporated by reference to Exhibit 4.1 to
Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 1-5491).
(1)
4k
Form of Promissory Note dated April 24, 1998 between the purchasers of Series A
Floating Rate Subordinated Convertible Debentures due 2008 and Rowan, incorporated
by reference to Exhibit 4j to Form 10-K for the fiscal year ended December 31,
1998 (File No. 1-5491).
(1)
4l
Form of Promissory Note dated April 22, 1999 between the purchasers of Series B
Floating Rate Subordinated Convertible Debentures due 2009 and Rowan, incorporated
by reference to Exhibit 4j to Form 10-K for the fiscal year ended December 31,
1999 (File No. 1-5491).
Footnote
Exhibit
Reference
Number
Exhibit Description
(1)
4m
Form of Promissory Note dated April 27, 2000 between the purchasers of Series C
Floating Rate Subordinated Convertible Debentures due 2010 and Rowan, incorporated
by reference to Exhibit 4n to Form 10-K for the fiscal year ended December 31,
2000 (File No. 1-5491).
(1)
4n
Form of Promissory Note dated April 26, 2001 between the purchaser of Series D
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit 4p to Form 10-K for the fiscal year ended December 31,
2001 (File No. 1-5491).
(1)
4o
Form of Promissory Note dated September 20, 2001 between the purchaser of Series E
Floating Rate Subordinated Convertible Debentures due 2011 and Rowan, incorporated
by reference to Exhibit 4q to Form 10-K for the fiscal year ended December 31,
2001 (File No. 1-5491).
(2)
5a
Opinion of Andrews Kurth LLP with respect to legality of the securities.
(2)
23a
Consent of Independent Registered Public Accounting Firm.
(2)
23b
Consent of Andrews Kurth LLP (included as part of Exhibit 5.1).
(2)
24a
Power of Attorney (set forth on the signature page of this registration statement).
(1)
Incorporated herein by reference to another filing of the Company with the Securities and
Exchange Commission as indicated.
(2)
Included herein.