As filed with the Securities and Exchange Commission on April 11, 1997 

                                                           Registration No. 333-

                       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                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

                               5450 Transco Tower
                             2800 Post Oak Boulevard
                            Houston, Texas 77056-6196
          (Address, including zip code, of Principal Executive Offices)

                                LETOURNEAU, INC.
                           SAVINGS AND INVESTMENT PLAN
                            (Full title of the plan)

                                  C. R. Palmer
                               5450 Transco Tower
                             2800 Post Oak Boulevard
                            Houston, Texas 77056-6196
                                 (713) 621-7800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
to  participants  in the  LeTourneau,  Inc.  Savings and Investment Plan will be
effected pursuant to purchases in the open market.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================================================================================================================
                                                                                          Proposed
                                                                        Proposed          Maximum
                                                      Amount             Maximum         Aggregate         Amount of
                                                       to be         Offering Price       Offering        Registration
      Title of Securities to be Registered        registered (1)      Per Share (2)      Price (2)            Fee
======================================================================================================================
<S>             <C>                                <C>                  <C>              <C>                <C>   

Common  Stock,  $.125 Par Value Per Share(3)       150,000 Shares       $21.25           $3,187,500         $965.91
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)       In addition, pursuant to Rule 416 under the Securities Act of 1933, as
          amended (the "Securities  Act"), this Registration  Statement includes
          an  indeterminate  number of additional  shares of Common  Stock,  par
          value  $.125 per share,  of the  Registrant  as may be  issuable  as a
          result of anti-dilution of, and such indeterminate amount of interests
          to be offered or sold pursuant to, the employee benefit plan described
          herein.
(2)       Estimated  solely  for the  purpose of  calculating  the amount of the
          registration  fee  pursuant to Rule 457(h) under the  Securities  Act,
          based upon the average of the high and low prices of the  Registrant's
          Common  Stock on the New York  Stock  Exchange  on April  10,  1997 as
          reported in the Wall Street Journal on April 11, 1997.
(3)       Each share of Common  Stock  includes  one  Preferred  Stock  Purchase
          Right.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Rowan Companies,  Inc. (the "Company")  hereby  incorporates  into this
Prospectus by reference the following  documents filed with the Commission (File
No.  1-5491)  pursuant to the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"):  (i) the Company's  Annual Report on Form 10-K for the fiscal
year ended  December 31, 1996 (the "Form  10-K");  (ii) the  description  of the
Company's common stock,  $.125 par value (the "Common Stock"),  contained in the
Company's Registration  Statement on Form 8-A, as amended,  relating thereto and
(iii) the description of the Company's Preferred Stock Purchase Rights contained
in the  Company's  Registration  Statement  on Form 8-A,  as  amended,  relating
thereto.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  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 the  Registration  Statement
and this  Prospectus 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 or this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated  Certificate of Incorporation and Bylaws contain
provisions  permitted by the Delaware  General  Corporation Law (under which the
Company is  organized)  which,  in general  terms,  provide that  directors  and
officers will be  indemnified by the Company,  to the full extent  authorized or
permitted by law, for all losses that may be incurred by them in connection with
any claim or legal  action in which they may become  involved by reason of their
service as a director or officer of the  Company.  In  addition,  the  Company's
Restated  Certificate  of  Incorporation  contains  provisions  permitted by the
Delaware General Corporation Law which limit the monetary liability of directors
of the Company for certain breaches of their fiduciary duty of care.

         The Company  maintains  directors' and officers'  liability  insurance.
Subject to stated  conditions,  the policy insures the directors and officers of
the Company  against  liability  arising out of actions taken in their  official
capacities.  The policy will pay on behalf of the  directors  and  officers  for
those losses for which they are held  personally  liable and not  indemnified by
the Company.

                                      II-1

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number                                   Description


4.1       Restated  Certificate of Incorporation of the Company,  dated February
          17, 1984,  incorporated  by  reference to Exhibit 3a to the  Company's
          Form 10-K for the  fiscal  year  ended  December  31,  1983  (File No.
          1-5491);  Exhibit 4.2 to the Company's  Registration Statement on Form
          S-3  (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
          the  Company's  Form 10-K for the fiscal year ended  December 31, 1995
          (File No. 1-5491).

4.2       Bylaws of the Company, as amended, dated August 30, 1996, incorporated
          by reference to Exhibit 3 to the  Company's  Form 10-Q for the quarter
          ended September 30, 1996 (File No. 1-5491).

4.3       Rights  Agreement,  as amended,  as of February 25, 1992,  between the
          Company and Citibank, N.A. as Rights Agent,  incorporated by reference
          to Exhibit  4g to the  Company's  Form 10-K for the fiscal  year ended
          December 31, 1994 (File No. 1-5491).

5.2       Internal Revenue Service  Determination Letter dated June 12, 1995 for
          the  LeTourneau,  Inc.  Savings and  Investment  Plan (filed  herewith
          electronically).

23.1      Consent of Deloitte & Touche LLP (filed herewith electronically).

24        Powers of Attorney (included in the signature pages in this Part II).

         In connection herewith,  the Registrant  undertakes that it will submit
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
qualification of the Plan.

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;

                              (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;

                              (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)   do  not  apply  if  the   information
                              required  to  be  included  in  a   post-effective
                              amendment  by those  paragraphs  is  contained  in
                              periodic reports filed by the registrant  pursuant
                              to Section 13 or Section 15(d) of the Exchange Act
                              that  are   incorporated   by   reference  in  the
                              registration statement.

                                      II-2

<PAGE>



                    (2)  That,  for the  purpose of  determining  any  liability
                         under the  Securities  Act,  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.

          (b)       The  undersigned  registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act, each filing of the registrant's  annual report pursuant
                    to  Section  13(a)  or  15(d)  of the  Exchange  Act 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 may be permitted to directors,  officers and
                    controlling  persons  of  the  registrant  pursuant  to  the
                    foregoing provisions,  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   Securities   Act  and  is,   therefore,
                    unenforceable. In the event that a claim for indemnification
                    against  such  liabilities  (other  than the  payment by 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  Securities Act and will be governed by the
                    final adjudication of such issue.

                                      II-3

<PAGE>



                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  Rowan
Companies,  Inc.  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 April 11, 1997.

                              ROWAN COMPANIES, INC.
                              (Registrant)

                               By:/s/ C.R. PALMER
                                  C. R. Palmer,
                                  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.  (the  "Company")  hereby  constitutes  and
appoints C.R. Palmer and E.E. Thiele, or either 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  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 and about the premises 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   said
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 below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 Signature                                      Title                                  Date
<S>    <C>                                  <C>                                                   <C>   
               
              /s/ C. R. PALMER             Chairman of the Board, President, Chief               April 11, 1997
              C. R. Palmer                 Executive Officer and Director

              /s/E. E. THIELE              Senior Vice President, Finance, Administration        April 11, 1997
              E. E. Thiele                 and Treasurer (Principal Financial Officer)

              /s/ WILLIAM H. WELLS         Controller, (Principal Accounting Officer)            April 11, 1997
              William H. Wells

              /s/Ralph E. Bailey           Director                                              April 11, 1997
              Ralph E. Bailey

              /s/HENRY O. BOSWELL          Director                                              April 11, 1997
              Henry O. Boswell

              /s/H. E. LENTZ               Director                                              April 11, 1997
              H. E. Lentz 

</TABLE>



                                      II-4

<PAGE>

<TABLE>
<S>     <C>                                <C>                                                   <C>   



           /s/ COLIN B. MOYNIHAN            Director                                              April 11, 1997
           Hon. Colin B. Moynihan

           /s/ WILFRED P. SCHMOE            Director                                              April 11, 1997
           Wilfred P. Schmoe

           /s/  CHARLES P. SIESS, JR.        Director                                              April 11, 1997
           Charles P. Siess, Jr.

           /s/ PETER SIMONIS                Director                                              April 11, 1997
           Peter Simonis

           /s/  C. W. YEARGAIN              Director                                              April 11, 1997
           C. W. Yeargain



</TABLE>

                                      II-5

<PAGE>




                                    THE PLAN


      Pursuant to the requirements of the Securities Act of 1933, the members of
the  LeTourneau,  Inc.  Savings and Investment  Plan  Administrative  Committee,
functioning  as the Plan  Administrator  of the  LeTourneau,  Inc.  Savings  and
Investment  Plan,  have duly caused the  Registration  Statement to be signed on
behalf of the undersigned,  thereunto duly  authorized,  in the City of Houston,
State of Texas, on April 11, 1997.


                                  LETOURNEAU, INC. SAVINGS AND INVESTMENT PLAN

                                  /s/ CHARLES H. BELLATI 
                                  Charles H. Bellati

                                  /s/ JACK W. MCELROY
                                  Jack W. McElroy

                                  /s/ S. MARIA NARISI
                                  S. Maria Narisi

                                  /s/ E. E. THIELE
                                  E. E. Thiele


                                      II-6

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number


4.1       Restated  Certificate of Incorporation of the Company,  dated February
          17, 1984,  incorporated  by  reference to Exhibit 3a to the  Company's
          Form 10-K for the  fiscal  year  ended  December  31,  1983  (File No.
          1-5491);  Exhibit 4.2 to the Company's  Registration Statement on Form
          S-3  (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
          the  Company's  Form 10-K for the fiscal year ended  December 31, 1995
          (File No. 1-5491).

4.2       Bylaws of the Company, as amended, dated August 30, 1996, incorporated
          by reference to Exhibit 3 to the  Company's  Form 10-Q for the quarter
          ended September 30, 1996 (File No. 1-5491).

4.3       Rights  Agreement,  as amended,  as of February 25, 1992,  between the
          Company and Citibank, N.A. as Rights Agent,  incorporated by reference
          to Exhibit  4g to the  Company's  Form 10-K for the fiscal  year ended
          December 31, 1994 (File No. 1-5491).

5.2       Internal Revenue Service  Determination Letter dated June 12, 1995 for
          the  LeTourneau,  Inc.  Savings and  Investment  Plan (filed  herewith
          electronically).

23.1      Consent of Deloitte & Touche LLP (filed herewith electronically).

24        Powers of Attorney (included in the signature pages in this Part II).


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "ROWAN COMPANIES, INC. FORM S-8", "secsgml_size_bytes": 22556}]
{"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": "333-25125", "film-number": "97579537"}, "business-address": {"street1": "5450 TRANSCO TWR", "street2": "2800 POST OAK BLVD", "city": "HOUSTON", "state": "TX", "zip": "77056-6196", "phone": "7136217800"}, "mail-address": {"street1": "5450 TRANSCO TOWER", "street2": "2800 POST OAK BOULEVARD", "city": "HOUSTON", "state": "TX", "zip": "77056-6196"}, "former-company": [{"former-conformed-name": "ROWAN DRILLING CO INC", "date-changed": "19711110"}, {"former-conformed-name": "ROWAN DRILLING CO", "date-changed": "19671112"}]}
As filed with the Securities and Exchange Commission on April 11, 1997 

                                                           Registration No. 333-

                       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                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

                               5450 Transco Tower
                             2800 Post Oak Boulevard
                            Houston, Texas 77056-6196
          (Address, including zip code, of Principal Executive Offices)

                                LETOURNEAU, INC.
                           SAVINGS AND INVESTMENT PLAN
                            (Full title of the plan)

                                  C. R. Palmer
                               5450 Transco Tower
                             2800 Post Oak Boulevard
                            Houston, Texas 77056-6196
                                 (713) 621-7800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
to  participants  in the  LeTourneau,  Inc.  Savings and Investment Plan will be
effected pursuant to purchases in the open market.

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                                          Proposed
                                                                        Proposed          Maximum
                                                      Amount             Maximum         Aggregate         Amount of
                                                       to be         Offering Price       Offering        Registration
      Title of Securities to be Registered        registered (1)      Per Share (2)      Price (2)            Fee
======================================================================================================================
Common  Stock,  $.125 Par Value Per Share(3)       150,000 Shares       $21.25           $3,187,500         $965.91
----------------------------------------------------------------------------------------------------------------------
(1)       In addition, pursuant to Rule 416 under the Securities Act of 1933, as
          amended (the "Securities  Act"), this Registration  Statement includes
          an  indeterminate  number of additional  shares of Common  Stock,  par
          value  $.125 per share,  of the  Registrant  as may be  issuable  as a
          result of anti-dilution of, and such indeterminate amount of interests
          to be offered or sold pursuant to, the employee benefit plan described
          herein.
(2)       Estimated  solely  for the  purpose of  calculating  the amount of the
          registration  fee  pursuant to Rule 457(h) under the  Securities  Act,
          based upon the average of the high and low prices of the  Registrant's
          Common  Stock on the New York  Stock  Exchange  on April  10,  1997 as
          reported in the Wall Street Journal on April 11, 1997.
(3)       Each share of Common  Stock  includes  one  Preferred  Stock  Purchase
          Right.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Rowan Companies,  Inc. (the "Company")  hereby  incorporates  into this
Prospectus by reference the following  documents filed with the Commission (File
No.  1-5491)  pursuant to the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"):  (i) the Company's  Annual Report on Form 10-K for the fiscal
year ended  December 31, 1996 (the "Form  10-K");  (ii) the  description  of the
Company's common stock,  $.125 par value (the "Common Stock"),  contained in the
Company's Registration  Statement on Form 8-A, as amended,  relating thereto and
(iii) the description of the Company's Preferred Stock Purchase Rights contained
in the  Company's  Registration  Statement  on Form 8-A,  as  amended,  relating
thereto.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to  the  termination  of  the  offering  made  hereby  shall  be  deemed  to  be
incorporated  by reference in this  Prospectus  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 the  Registration  Statement
and this  Prospectus 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 or this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated  Certificate of Incorporation and Bylaws contain
provisions  permitted by the Delaware  General  Corporation Law (under which the
Company is  organized)  which,  in general  terms,  provide that  directors  and
officers will be  indemnified by the Company,  to the full extent  authorized or
permitted by law, for all losses that may be incurred by them in connection with
any claim or legal  action in which they may become  involved by reason of their
service as a director or officer of the  Company.  In  addition,  the  Company's
Restated  Certificate  of  Incorporation  contains  provisions  permitted by the
Delaware General Corporation Law which limit the monetary liability of directors
of the Company for certain breaches of their fiduciary duty of care.

         The Company  maintains  directors' and officers'  liability  insurance.
Subject to stated  conditions,  the policy insures the directors and officers of
the Company  against  liability  arising out of actions taken in their  official
capacities.  The policy will pay on behalf of the  directors  and  officers  for
those losses for which they are held  personally  liable and not  indemnified by
the Company.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number                                   Description

4.1       Restated  Certificate of Incorporation of the Company,  dated February
          17, 1984,  incorporated  by  reference to Exhibit 3a to the  Company's
          Form 10-K for the  fiscal  year  ended  December  31,  1983  (File No.
          1-5491);  Exhibit 4.2 to the Company's  Registration Statement on Form
          S-3  (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
          the  Company's  Form 10-K for the fiscal year ended  December 31, 1995
          (File No. 1-5491).

4.2       Bylaws of the Company, as amended, dated August 30, 1996, incorporated
          by reference to Exhibit 3 to the  Company's  Form 10-Q for the quarter
          ended September 30, 1996 (File No. 1-5491).

4.3       Rights  Agreement,  as amended,  as of February 25, 1992,  between the
          Company and Citibank, N.A. as Rights Agent,  incorporated by reference
          to Exhibit  4g to the  Company's  Form 10-K for the fiscal  year ended
          December 31, 1994 (File No. 1-5491).

5.2       Internal Revenue Service  Determination Letter dated June 12, 1995 for
          the  LeTourneau,  Inc.  Savings and  Investment  Plan (filed  herewith
          electronically).

23.1      Consent of Deloitte & Touche LLP (filed herewith electronically).

24        Powers of Attorney (included in the signature pages in this Part II).

         In connection herewith,  the Registrant  undertakes that it will submit
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
qualification of the Plan.

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;

                              (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;

                              (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)   do  not  apply  if  the   information
                              required  to  be  included  in  a   post-effective
                              amendment  by those  paragraphs  is  contained  in
                              periodic reports filed by the registrant  pursuant
                              to Section 13 or Section 15(d) of the Exchange Act
                              that  are   incorporated   by   reference  in  the
                              registration statement.

                                      II-2
(2)  That,  for the  purpose of  determining  any  liability
                         under the  Securities  Act,  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.

          (b)       The  undersigned  registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act, each filing of the registrant's  annual report pursuant
                    to  Section  13(a)  or  15(d)  of the  Exchange  Act 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 may be permitted to directors,  officers and
                    controlling  persons  of  the  registrant  pursuant  to  the
                    foregoing provisions,  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   Securities   Act  and  is,   therefore,
                    unenforceable. In the event that a claim for indemnification
                    against  such  liabilities  (other  than the  payment by 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  Securities Act and will be governed by the
                    final adjudication of such issue.

                                      II-3
SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  Rowan
Companies,  Inc.  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 April 11, 1997.

                              ROWAN COMPANIES, INC.
                              (Registrant)

                               By:/s/ C.R. PALMER
                                  C. R. Palmer,
                                  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.  (the  "Company")  hereby  constitutes  and
appoints C.R. Palmer and E.E. Thiele, or either 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  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 and about the premises 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   said
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 below by the  following  persons in the
capacities and on the dates indicated.
Signature                                      Title                                  Date
/s/ C. R. PALMER             Chairman of the Board, President, Chief               April 11, 1997
              C. R. Palmer                 Executive Officer and Director

              /s/E. E. THIELE              Senior Vice President, Finance, Administration        April 11, 1997
              E. E. Thiele                 and Treasurer (Principal Financial Officer)

              /s/ WILLIAM H. WELLS         Controller, (Principal Accounting Officer)            April 11, 1997
              William H. Wells

              /s/Ralph E. Bailey           Director                                              April 11, 1997
              Ralph E. Bailey

              /s/HENRY O. BOSWELL          Director                                              April 11, 1997
              Henry O. Boswell

              /s/H. E. LENTZ               Director                                              April 11, 1997
              H. E. Lentz
II-4
/s/ COLIN B. MOYNIHAN            Director                                              April 11, 1997
           Hon. Colin B. Moynihan

           /s/ WILFRED P. SCHMOE            Director                                              April 11, 1997
           Wilfred P. Schmoe

           /s/  CHARLES P. SIESS, JR.        Director                                              April 11, 1997
           Charles P. Siess, Jr.

           /s/ PETER SIMONIS                Director                                              April 11, 1997
           Peter Simonis

           /s/  C. W. YEARGAIN              Director                                              April 11, 1997
           C. W. Yeargain
II-5
THE PLAN

      Pursuant to the requirements of the Securities Act of 1933, the members of
the  LeTourneau,  Inc.  Savings and Investment  Plan  Administrative  Committee,
functioning  as the Plan  Administrator  of the  LeTourneau,  Inc.  Savings  and
Investment  Plan,  have duly caused the  Registration  Statement to be signed on
behalf of the undersigned,  thereunto duly  authorized,  in the City of Houston,
State of Texas, on April 11, 1997.

                                  LETOURNEAU, INC. SAVINGS AND INVESTMENT PLAN

                                  /s/ CHARLES H. BELLATI 
                                  Charles H. Bellati

                                  /s/ JACK W. MCELROY
                                  Jack W. McElroy

                                  /s/ S. MARIA NARISI
                                  S. Maria Narisi

                                  /s/ E. E. THIELE
                                  E. E. Thiele

                                      II-6
EXHIBIT INDEX

Exhibit
Number

4.1       Restated  Certificate of Incorporation of the Company,  dated February
          17, 1984,  incorporated  by  reference to Exhibit 3a to the  Company's
          Form 10-K for the  fiscal  year  ended  December  31,  1983  (File No.
          1-5491);  Exhibit 4.2 to the Company's  Registration Statement on Form
          S-3  (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
          the  Company's  Form 10-K for the fiscal year ended  December 31, 1995
          (File No. 1-5491).

4.2       Bylaws of the Company, as amended, dated August 30, 1996, incorporated
          by reference to Exhibit 3 to the  Company's  Form 10-Q for the quarter
          ended September 30, 1996 (File No. 1-5491).

4.3       Rights  Agreement,  as amended,  as of February 25, 1992,  between the
          Company and Citibank, N.A. as Rights Agent,  incorporated by reference
          to Exhibit  4g to the  Company's  Form 10-K for the fiscal  year ended
          December 31, 1994 (File No. 1-5491).

5.2       Internal Revenue Service  Determination Letter dated June 12, 1995 for
          the  LeTourneau,  Inc.  Savings and  Investment  Plan (filed  herewith
          electronically).

23.1      Consent of Deloitte & Touche LLP (filed herewith electronically).

24        Powers of Attorney (included in the signature pages in this Part II).

                                      II-7