ROWAN COMPANIES INC
10-Q, 1999-05-14
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE TRANSITION PERIOD FROM_____TO_____

                              ROWAN COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                        1-5491                75-0759420
(State or other jurisdiction of        Commission File        (I.R.S. Employer
incorporation or organization)            Number             Identification No.)


5450 TRANSCO TOWER, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS      77056-6196
      (Address of principal executive offices)                   (Zip Code)

                                 (713) 621-7800
               Registrant's telephone number, including area code

                                  INAPPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.             Yes [X]   No [ ]

The number of shares of common stock, $.125 par value, outstanding at April 30,
1999 was 83,073,157.
<PAGE>
                              ROWAN COMPANIES, INC.

                                      INDEX

                                                         PAGE NO.
                                                         --------
PART I. Financial Information:

           Consolidated Balance Sheet --
           March 31, 1999 and December 31, 1998..............2

           Consolidated Statement of Operations --
           Three Months Ended March 31, 1999
           and 1998..........................................4

           Consolidated Statement of Cash Flows --
           Three Months Ended March 31, 1999
           and 1998..........................................5

           Notes to Consolidated Financial Statements........6

           Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations.....................................8

PART II. Other Information:

           Submission of Matters to a Vote
           of Security Holders..............................12

           Exhibits and Reports on Form 8-K.................12
<PAGE>
                          PART I. FINANCIAL INFORMATION

                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                 March 31,   December 31,
                                                                   1999          1998
                                                                 ----------   ----------
                               ASSETS                                   (Unaudited)
<S>                                                              <C>          <C>       
CURRENT ASSETS:
  Cash and cash equivalents ..................................   $  106,652   $  148,834
  Receivables - trade and other ..............................       72,233       81,097
  Inventories - at cost:
    Raw materials and supplies ...............................       92,127       84,797
    Work-in-progress .........................................       12,135       26,494
    Finished goods ...........................................        3,189        2,625
  Prepaid expenses ...........................................        8,238       10,478
  Deferred tax assets - net ..................................       16,827       11,327
                                                                 ----------   ----------
                         Total current assets ................      311,401      365,652
                                                                 ----------   ----------
PROPERTY, PLANT AND EQUIPMENT - at cost:
  Drilling equipment .........................................    1,260,389    1,238,361
  Aircraft and related equipment .............................      214,112      211,313
  Manufacturing plant and equipment ..........................       77,097       75,949
  Construction in progress ...................................      162,637      127,075
  Other property and equipment ...............................      110,872      108,353
                                                                 ----------   ----------
                         Total ...............................    1,825,107    1,761,051
  Less accumulated depreciation and amortization .............      895,386      883,854
                                                                 ----------   ----------
                         Property,  plant  and equipment - net      929,721      877,197
                                                                 ----------   ----------
OTHER ASSETS AND DEFERRED CHARGES ............................        6,420        6,259
                                                                 ----------   ----------
                         TOTAL ...............................   $1,247,542   $1,249,108
                                                                 ==========   ==========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                                                                 March 31,   December 31,
                                                                                    1999        1998
                                                                                 ----------   ----------
            LIABILITIES AND STOCKHOLDERS' EQUITY                                       (Unaudited)

<S>                                                                              <C>          <C>       
CURRENT LIABILITIES:
      Current maturities of long-term debt ...................................   $   12,756   $   12,756
      Accounts payable - trade ...............................................       17,805       17,744
      Other current liabilities ..............................................       41,720       49,093
                                                                                 ----------   ----------
                   Total current liabilities .................................       72,281       79,593
                                                                                 ----------   ----------
LONG-TERM DEBT - less current maturities .....................................      324,694      310,250
                                                                                 ----------   ----------
OTHER LIABILITIES ............................................................       54,266       51,264
                                                                                 ----------   ----------
DEFERRED CREDITS:
      Income taxes - net .....................................................       75,818       75,255
      Gain on sale/leaseback transactions ....................................        1,961        2,750
                                                                                 ----------   ----------
                   Total deferred credits ....................................       77,779       78,005
                                                                                 ----------   ----------
STOCKHOLDERS' EQUITY:
      Preferred stock, $1.00 par value:
          Authorized 5,000,000 shares issuable in series:
              Series III Preferred Stock, authorized 
                10,300 shares, none outstanding 
              Series A Preferred Stock, authorized 4,800 shares,
                none outstanding 
              Series A Junior Preferred Stock, authorized
                1,500,000 shares, none issued
      Common stock, $.125 par value:
          Authorized 150,000,000 shares; issued 88,791,976 shares at
          March 31, 1999 and 88,752,976 shares at December 31, 1998 ..........       11,099       11,094
Additional paid-in capital ...................................................      421,548      420,767
Retained earnings ............................................................      347,209      357,211
Less cost of 5,759,319 and 5,509,319 treasury shares, respectively ...........       61,334       59,076
                                                                                 ----------   ----------
                   Total stockholders' equity ................................      718,522      729,996
                                                                                 ----------   ----------
                   TOTAL .....................................................   $1,247,542   $1,249,108
                                                                                 ==========   ==========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                                                         For The Three Months
                                                             Ended March 31,
                                                         ----------------------
                                                           1999         1998
                                                         ---------    ---------
                                                              (Unaudited)
REVENUES:
      Drilling services ..............................   $  60,953    $ 124,225
      Manufacturing sales and services ...............      20,020       37,477
      Aviation services ..............................      19,080       22,212
                                                         ---------    ---------
                      Total ..........................     100,053      183,914
                                                         ---------    ---------
COSTS AND EXPENSES:
      Drilling services ..............................      53,940       48,511
      Manufacturing sales and services ...............      20,170       30,924
      Aviation services ..............................      22,188       23,580
      Depreciation and amortization ..................      13,115       11,879
      General and administrative .....................       4,844        4,503
                                                         ---------    ---------
                      Total ..........................     114,257      119,397
                                                         ---------    ---------
INCOME (LOSS) FROM OPERATIONS ........................     (14,204)      64,517
                                                         ---------    ---------
OTHER INCOME (EXPENSE):
      Interest expense ...............................      (4,992)      (4,277)
      Less interest capitalized ......................       2,073        3,425
      Gain on disposals of property, plant
        and equipment ................................         698          477
      Interest income ................................       1,550        1,702
      Other - net ....................................         174          131
                                                         ---------    ---------
                      Other income (expense) - net ...        (497)       1,458
                                                         ---------    ---------
INCOME (LOSS) BEFORE INCOME TAXES ....................     (14,701)      65,975
      Provision (credit) for income taxes ............      (4,699)      23,216
                                                         =========    =========
NET INCOME (LOSS) ....................................   $ (10,002)   $  42,759
                                                         =========    =========

EARNINGS (LOSS) PER SHARE OF COMMON STOCK (Note 4):
      Basic ..........................................   $    (.12)   $     .49
                                                         =========    =========
      Diluted ........................................   $    (.12)   $     .48
                                                         =========    =========

See Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                              For The Three Months
                                                                                  Ended March 31,
                                                                             ----------------------
                                                                               1999         1998
                                                                             ---------    ---------
                                                                                  (Unaudited)
<S>                                                                          <C>          <C>      
CASH PROVIDED BY (USED IN):
    Operations:
          Net income (loss) ..............................................   $ (10,002)   $  42,759
          Adjustments to reconcile net income (loss) to net cash
            provided by operations:
                Depreciation and amortization ............................      13,115       11,879
                Gain on disposals of property, plant and equipment .......        (698)        (477)
                Compensation expense .....................................       1,181        1,210
                Change in sale/leaseback payable .........................      (1,936)      (1,403)
                Amortization of sale/leaseback gain ......................        (789)        (788)
                Provision for pension and postretirement benefits ........       2,858        1,881
                Deferred income taxes ....................................      (4,937)      21,001
                Other - net ..............................................          36           36
          Changes in current assets and liabilities:
                Receivables- trade and other .............................       8,864        9,100
                Inventories ..............................................       6,465       (5,811)
                Other current assets .....................................       2,240       (1,569)
                Current liabilities ......................................      (5,683)      (3,845)
          Net changes in other noncurrent assets and liabilities .........        (255)         426
                                                                             ---------    ---------
    Net cash provided by operations ......................................      10,459       74,399
                                                                             ---------    ---------
    Investing activities:
          Property, plant and equipment additions ........................     (66,821)     (68,524)
          Proceeds from disposition of investment in 49% owned company ...                   19,550
          Proceeds from disposals of property,  plant and equipment ......       1,937          668
                                                                             ---------    ---------
    Net cash used in investing activities ................................     (64,884)     (48,306)
                                                                             ---------    ---------
    Financing activities:
          Proceeds from  borrowings ......................................      20,822       18,141
          Repayments of borrowings .......................................      (6,378)     (36,156)
          Payments to acquire treasury stock .............................      (2,258)
          Other - net ....................................................          57          207
                                                                             ---------    ---------
    Net cash provided by (used in) financing activities ..................      12,243      (17,808)
                                                                             ---------    ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................     (42,182)       8,285
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...........................     148,834      108,332
                                                                             =========    =========
CASH AND CASH EQUIVALENTS, END OF PERIOD .................................   $ 106,652    $ 116,617
                                                                             =========    =========
</TABLE>
See Notes to Consolidated Financial Statements.

                                      -5-

<PAGE>
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The consolidated financial statements of the Company included herein have
     been prepared without audit pursuant to generally accepted accounting
     principles and the rules and regulations of the Securities and Exchange
     Commission. Certain information and notes have been condensed or omitted
     pursuant to such rules and regulations and the Company believes that the
     disclosures included herein are adequate. It is suggested that these
     condensed financial statements be read in conjunction with the financial
     statements and related notes included in the Company's 1998 Annual Report
     to Stockholders incorporated by reference in the Form 10-K for the year
     ended December 31, 1998.

2.   In the opinion of the Company, the accompanying unaudited consolidated
     financial statements contain all adjustments and reclassifications, which
     are of a normal recurring nature, necessary to present fairly its financial
     position as of March 31, 1999 and December 31, 1998, and the results of its
     operations and its cash flows for the three months ended March 31, 1999 and
     1998.

3.   The results of operations for the three months ended March 31, 1999 are not
     necessarily indicative of the results to be expected for the full year.

                                      -6-
<PAGE>
4.   Computation of basic and diluted earnings (loss) per share is as follows
     (in thousands, except per share amounts):

                                                           For The
                                                      Three Months Ended
                                                           March 31,
                                                      -------------------
                                                        1999       1998
                                                      --------    -------
Weighted average shares of common
  stock outstanding ...............................     83,087     86,846

Stock options and related (treasury stock method) .        423      1,550

Shares issuable from assumed conversion
  of floating rate subordinated debentures ........        433        966
                                                      --------    -------
Weighted average shares for diluted
  earnings per share calculation ..................     83,943     89,362
                                                      ========    =======
Net income (loss) for basic and diluted calculation   $(10,002)   $42,759
                                                      ========    =======
Earnings (loss) per share:

  Basic ...........................................   $   (.12)   $   .49
                                                      ========    =======
  Diluted .........................................   $   (.12)   $   .48
                                                      ========    =======

                                      -7-
<PAGE>
                     ROWAN COMPANIES, INC. AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO
        THREE MONTHS ENDED MARCH 31, 1998

The Company incurred a net loss of $10.0 million in the first quarter of 1999
compared to net income of $42.8 million in the same period of 1998. Weak oil,
natural gas and other commodity prices caused a substantial decline in the
Company's offshore rig utilization between periods and an unfavorable
contribution from the Company's manufacturing operations.

A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the first quarters of
1999 and 1998, respectively, is reflected below (dollars in thousands):
<TABLE>
<CAPTION>
                                    Drilling              Manufacturing            Aviation                 Consolidated
                              ---------------------    --------------------    ---------------------     ----------------------
                                1999         1998        1999        1998        1999         1998          1999         1998
                              --------     --------    --------     -------    --------     --------     ---------     --------
<S>                           <C>          <C>         <C>          <C>        <C>          <C>          <C>           <C>     
Revenues ..................   $ 60,953     $124,225    $ 20,020     $37,477    $ 19,080     $ 22,212     $ 100,053     $183,914

Percent of Consolidated
  Revenues ................         61%          68%         20%         20%         19%          12%          100%         100%
  
Operating Profit(Loss)(1)..   $ (1,340)    $ 68,271    $ (1,705)    $ 5,324    $ (6,315)    $ (4,575)    $  (9,360)    $ 69,020
</TABLE>
______________
(1)  Income (loss) from operations before deducting general and administrative
     expenses.

As reflected above, the Company's consolidated operating results decreased by
$78.4 million when comparing the first quarters of 1999 and 1998. Day rate
drilling revenues decreased by $63.3 million or 51% as the Company's offshore
fleet was only 49% utilized during the first quarter of 1999, compared to 98% in
the first quarter of 1998, and suffered an 8% decrease in average operating day
rates between periods. Related expenses increased by $5.4 million, or 11%,
between periods, primarily due to the addition of ROWAN GORILLA V costs which,
as a result of a contract dispute, had no offsetting revenues.

The $7.0 million decline shown above in the Company's manufacturing results
between periods primarily reflects the decreased contributions from the
equipment and marine groups. The equipment group continued to suffer the effects
of weak commodity prices, while the marine group's operations were reduced
following the completion, in late-1998, of two Super 116-C rig kits. The
division's external backlog almost doubled during the quarter to $15.7 million
at March 31, 1999, but remained $48.9 million or 76% below the year-ago level.
Manufacturing operations exclude approximately $37.7 million of products and
services provided to the Company's drilling division during the first quarter of
1999, most of which was attributable to construction progress on ROWAN GORILLA
VI and ROWAN GORILLA VII, compared to $22.3 million in the same period of 1998.

The Company's aviation operating results in the first quarter of 1999 were
adversely impacted by the decline in offshore drilling activity in the Gulf of
Mexico, while both periods reflect the normal seasonal slowdown in flying
activity in Alaska. 

                                      -8-
<PAGE>
Perceptible trends in the offshore drilling markets in which the Company is
currently operating and the number of Company-operated rigs in each of those
markets are as follows:

        AREA           RIGS                PERCEPTIBLE INDUSTRY TRENDS
- -----------------    ---------  -----------------------------------------------
Gulf of Mexico          14      Possibility of moderately improving exploration
                                and development activity
                           
North Sea                6      Significantly reduced levels of drilling
                                activity for jack-up rigs in the near-term

Eastern Canada           2      Improving demand

Perceptible trends in the principal aviation markets in which the Company is
currently operating and the number of Company-operated aircraft based in each of
those markets are as follows:

       AREA           AIRCRAFT           PERCEPTIBLE INDUSTRY TRENDS
- -----------------     --------  -----------------------------------------------

Alaska                  68      Normal seasonal improvement

Gulf of Mexico          46      Moderately improving levels of flight
                                support activity

The drilling and aviation markets in which the Company competes frequently
experience significant changes in supply and demand. Offshore drilling
utilization and day rates are primarily a function of the demand for drilling
services, as measured by the level of exploration and development expenditures,
and the supply of capable drilling equipment. These expenditures, in turn, are
affected by many factors such as existing and newly discovered oil and natural
gas reserves, political and regulatory policies, seasonal weather patterns,
contractual requirements under leases or concessions, trends in finding and
extraction costs and, probably most influential, oil and natural gas prices. The
Company's aviation operations are also affected by such factors, as flying in
support of offshore energy operations remains a major source of business and
Alaska operations are hampered each winter. The volatile nature of such factors
prevents the Company from being able to accurately predict whether existing
market conditions or the perceptible market trends reflected in the preceding
tables will continue. In response to fluctuating market conditions, the Company
can, as it has done in the past, relocate its drilling rigs and aircraft from
one geographic area to another, but only when the Company believes such moves
are economically justified.

The Company's drilling operations continue to be adversely impacted by the
effects of the dramatic decline in world oil prices throughout 1998 and
early-1999. Most energy companies have significantly reduced their 1999 drilling
budgets and many of the majors are preoccupied with internal merger issues.
Though oil and natural gas prices have strengthened recently and bid activity
for Gulf of Mexico jack-ups has improved, the Company's believes it may take
several months for offshore drilling activity to increase to a level at which
day rates begin to recover. Under current and anticipated market conditions, the
Company's drilling operations may not be profitable during the remainder of
1999. There can be no assurance that the Company's drilling operations will not
be more adversely affected should current market conditions persist or that such
conditions will not deteriorate further.

Though considerably less volatile than its drilling and aviation operations, the
Company's manufacturing operations are being adversely impacted by depressed
world commodity prices. Recently, prices have improved and equipment orders have
increased, though the Company believes that if such trends are not sustained,
its manufacturing operations may not be profitable in 1999.

                                      -9-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

A comparison of key balance sheet figures and ratios as of March 31, 1999 and
December 31, 1998 is as follows (dollars in thousands):

                                                 March 31,     December 31,
                                                   1999           1998
                                                   ----           ----
     Cash and cash equivalents                    $106,652       $148,834
     Current assets                               $311,401       $365,652
     Current liabilities                           $72,281        $79,593
     Current ratio                                    4.31           4.59
     Long-term debt                               $324,694       $310,250
     Stockholders' equity                         $718,522       $729,996
     Long-term debt/total capitalization               .31            .30

Reflected in the comparison above are the effects in the first quarter of 1999
of net cash provided by operations of $10.5 million, capital expenditures of
$66.8 million and net borrowings of $14.4 million.

Capital expenditures during the first quarter were primarily related to
construction of ROWAN GORILLA VI and ROWAN GORILLA VII, each being an enhanced
version of the Company's GORILLA CLASS jack-ups like ROWAN GORILLA V featuring a
combination drilling and production capability. The rigs are being constructed
at the Company's Vicksburg, Mississippi shipyard and should be completed by
mid-2000 and mid-2001, respectively.

The Company is financing up to $171 million of the cost of GORILLA VI through a
12-year bank loan guaranteed by the U. S. Department of Transportation's
Maritime Administration under its Title XI Program. At March 31, 1999, the
Company had drawn down about $81 million under the facility bearing interest at
floating rates averaging 5.36%. The Company intends to pursue outside financing
for GORILLA VII, though there can be no assurance that outside financing will be
available. The Company expects the combined construction cost of GORILLAS V, VI
and VII will be approximately $600 million.

The Company estimates remaining 1999 capital expenditures will be between $100
million and $125 million, including approximately $75-100 million for GORILLAS
VI and VII. The Company may also spend amounts to acquire additional aircraft as
market conditions justify and to upgrade existing offshore rigs and
manufacturing facilities.

At March 31, 1999, the Company had available $45 million under a $155 million
bank revolving credit facility maturing in October 2000. The $110 million
outstanding under the credit line bore interest at 5.34% on March 31, 1999.

Based upon current operating levels and the previously discussed market trends,
management believes that 1999 operations, together with existing working capital
and available financial resources, will generate sufficient cash flow to sustain
planned capital expenditures and debt service requirements at least through the
remainder of 1999.

At March 31, 1999, approximately $151 million of the Company's retained earnings
was available for the payment of dividends under the most restrictive provisions
of the Company's debt agreements.

                                      -10-
<PAGE>
The Company believes that its exposure to potential year 2000 ("Y2K")
computer-related problems is limited and the costs associated with readying its
information systems and computer-controlled equipment will not materially impact
its financial position or results of operations.

Over the past several years, the Company has devoted substantial efforts towards
upgrading and enhancing its drilling and aviation information systems as a
matter of course. Such modifications necessarily contemplated Y2K compliance,
the cost of which has been expensed as incurred, but is not separately
identifiable. These upgrades and enhancements are substantially complete and the
Company believes its drilling and aviation information systems will be Y2K
compliant by June 30, 1999.

Modifications to the Company's manufacturing information systems have been
undertaken only during the past few years. The Company estimates the cost of Y2K
compliance for its manufacturing systems will be approximately $2.7 million,
$1.7 million of which has been expensed to date. The Company believes that all
necessary modifications will be completed by mid-1999, though some third party
software installation may slip into the third quarter.

The Company will continue to assess and test its computer-controlled equipment
for Y2K compatibility, but has heretofore discovered no significant
deficiencies. The Company's operations are not highly dependent upon any single
customer or vendor and the Company believes that the risk of a material
interruption in its business as a result of Y2K software problems associated
with a single customer or vendor is remote.

Although the Company expects to be Y2K compliant by the end of the second
quarter, in a "most-reasonably-likely-worst-case-scenario", failure by the
Company or by third parties to fully implement appropriate Y2K plans could
adversely affect the Company's operations.

The Company has not yet deemed necessary any Y2K contingency plans, but will
continue to monitor its own Y2K status as well as that of its customers and
vendors and, if warranted, develop any necessary contingency plans.


THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING, WITHOUT LIMITATION,
STATEMENTS AS TO THE EXPECTATIONS, BELIEFS AND FUTURE EXPECTED FINANCIAL
PERFORMANCE OF THE COMPANY THAT ARE BASED ON CURRENT EXPECTATIONS AND ARE
SUBJECT TO CERTAIN RISKS, TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED BY THE COMPANY. AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING:

  o  OIL AND NATURAL GAS PRICES
  o  THE LEVEL OF OFFSHORE EXPENDITURES BY ENERGY COMPANIES
  o  THE GENERAL ECONOMY, INCLUDING INFLATION
  o  WEATHER CONDITIONS IN THE COMPANY'S PRINCIPAL OPERATING AREAS
  o  ENVIRONMENTAL AND OTHER LAWS AND REGULATIONS

OTHER RELEVANT FACTORS HAVE BEEN DISCLOSED IN THE COMPANY'S FILINGS WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION.

                                      -11-
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        At the Annual Meeting of Stockholders on April 23, 1999, stockholders
        elected the three nominees for Class II Director as set forth in the
        Company's Proxy Statement relating to the meeting. With respect to such
        election, proxies were solicited pursuant to Regulation 14 under the
        Securities Exchange Act of 1934 and there was no solicitation in
        opposition to such nominees. Of the Company's 83,022,407 shares of
        record, 73,647,391 were voted at the meeting in person or by proxy. The
        following numbers of votes were cast as to the Class II Director
        nominees: R. G. Croyle, 72,716,416 votes for and 930,975 votes withheld;
        D. F. McNease, 72,707,195 votes for and 940,196 votes withheld; and Lord
        Moynihan, 72,718,257 votes for and 929,134 votes withheld.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) The following is a list of Exhibits filed with this Form 10-Q:

               27     Financial Data Schedule

        (b)    Reports on Form 8-K

               No reports on Form 8-K were filed by the Registrant during the
               first quarter of fiscal year 1999.


                                   SIGNATURES

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

                                           ROWAN COMPANIES, INC.
                                           (Registrant)

 Date:  May 14, 1999                       /s/ E. E. THIELE
                                           E. E. Thiele
                                           Senior Vice President-
                                           Finance, Administration
                                           and Treasurer
                                           (Chief Financial Officer)

 Date:  May 14, 1999                       /s/ W. H. WELLS
                                           W. H. Wells
                                           Controller
                                           (Chief Accounting Officer)

                                      -12-

<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ROWAN COMPANIES, INC. FOR THE THREE MONTHS
ENDED MARCH 31, 1999 INCLUDED IN ITS FORM 10-Q FOR THE QUARTERLY PERIOD THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER>    1,000
       
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