8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2005

ROWAN COMPANIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-5491	75-0759420
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file Number)	Identification No.)

2800 POST OAK BOULEVARD
SUITE 5450
HOUSTON, TEXAS	77056-6127
(Address of principal executive offices)	(zip code)

(713) 621-7800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 2.02. Results of Operations and Financial Condition

The following information is disclosed pursuant to Item 2.02 - Results of Operations and Financial Condition:

On March 9, 2005, Rowan Companies, Inc. issued a press release revising financial information and disclosing a material weakness in internal control. The press release is attached as Exhibit 99.1.

Item 8.01. Other Events

The following information is disclosed pursuant to Item 8.01 - Other Events:

On March 9, 2005, Rowan Companies, Inc. issued a press release announcing the sale of boat purchase options. The press release is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit
Number	Exhibit Description
99.1	Press release of Rowan Companies, Inc. dated March 9, 2005
99.2	Press release of Rowan Companies, Inc. dated March 9, 2005

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 hereunto duly authorized.

ROWAN COMPANIES, INC.

       By: /s/ E. E. THIELE_________________

E. E. Thiele,

Senior Vice President - Administration, Finance and Treasurer (Principal Financial Officer)

Dated: March 9, 2005

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit Description
99.1	Press release of Rowan Companies, Inc. dated March 9, 2005
99.2	Press release of Rowan Companies, Inc. dated March 9, 2005

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EX-99.1

EXHIBIT 99.1

Rowan Companies, Inc.

News Release           2800 Post Oak Boulevard, Suite 5450

           Houston, Texas 77056 (713) 621-7800

FOR IMMEDIATE RELEASEMarch 9, 2005

ROWAN REVISES 2004 FINANCIAL INFORMATION

AND DISCLOSES MATERIAL WEAKNESS IN INTERNAL CONTROL

HOUSTON, TEXAS -Rowan Companies, Inc. (NYSE: RDC) (“Rowan”) today announced that its previously released condensed financial information for the quarter and year ended December 31, 2004 has been revised. As adjusted, Rowan’s after-tax income from continuing operations for the year ended December 31, 2004 is $26.4 million or $.25 per share, its after-tax loss from discontinued aviation operations is $27.6 million or $.26 per share, and its net loss is $1.3 million or $.01 per share.

The registered public accounting firm Deloitte & Touche LLP has completed their audit and has issued an unqualified opinion with respect to Rowan’s consolidated financial statements to be included in our 2004 Annual Report to stockholders.

The Company has made several adjustments and reclassifications to the unaudited consolidated financial information that was released on January 19, 2005, which had the following full year effects:

·   Consolidated revenues were reduced by $1.4 million or less than 1%

·   Income from operations was reduced by $1.4 million or 2.4%

·   After-tax income from continuing operations was reduced by $0.8 million or 1¢ per share

·   The after-tax loss from discontinued operations was increased by $8.9 million or 8¢ per share, due to a deferred tax miscalculation which understated the loss on the sale of our aviation operations

·   As a result, net income was reduced by $9.8 million or 9¢ per share

·   Net operating cash flows were reduced $3.4 million or 2.9%

·   Working capital was increased by $4.6 million or less than 1%

·   Total assets were increased by $11.2 million or less than 1%

The Company has determined that the aggregate effects of these adjustments are not material to any previous annual or interim period.

EXHIBIT 99.1

We have completed our assessment of the effectiveness of our internal controlover financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. Based upon our documentation and testing, Rowan did not maintain effective internal control over financial reporting as of December 31, 2004 within the context of the frameworkdeveloped by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our assessment identified a pervasive internal control deficiency that represented a material weakness. The control deficiency resulted from the lack of effective detective and monitoring controls within internal control over financial reporting. These conditions were manifested in a number of adjustments to the financial statements for the year ended December 31, 2004 that, although not material in the aggregate, affect various financial statement line items. We are working hard throughout the Rowan organization to remedy all internal control deficiencies relative to COSO and expect to be fully compliant by the end of 2005.

Rowan Companies, Inc. is a major provider of international and domestic contract drilling services. The Company also operates a mini-steel mill, a manufacturing facility that produces heavy equipment for the mining and timber industries, and a drilling products division that has designed or built about one-third of all mobile offshore jack-up drilling rigs, including all 24 operated by the Company. The Company’s stock is traded on the New York Stock Exchange and the Pacific Exchange - Stock & Options. Common Stock trading symbol: RDC. For additional information, contact William C. Provine, Vice-President - Investor Relations, at 713-960-7575 or visit Rowan’s website at www.rowancompanies.com.

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 include oil and natural gas prices, the level of offshore expenditures by energy companies, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and 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.

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EXHIBIT 99.1

ROWAN COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands)
	DECEMBER 31
		2004		2003
ASSETS
Cash and cash equivalents	$	465,977	$	57,809
Accounts receivable		143,509		111,709
Inventories		171,709		157,645
Other current assets		33,498		69,157
Total current assets		814,693		396,320
Property, plant and equipment - net		1,661,898		1,614,597
Other assets		15,695		17,150
Assets of discontinued aviation operations				162,742
TOTAL	$	2,492,286	$	2,190,809
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	64,922	$	55,267
Other current liabilities		169,878		87,188
Total current liabilities		234,800		142,455
Long-term debt		574,350		569,067
Other liabilities		274,252		318,482
Lliabilities of discontinued aviation operations				23,975
Stockholders' equity		1,408,884		1,136,830
TOTAL	$	2,492,286	$	2,190,809

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EXHIBIT 99.1

ROWAN COMPANIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands Except Per Share Amounts)
	THREE MONTHS							TWELVE MONTHS
	ENDED DECEMBER 31,							ENDED DECEMBER 31,
		2004			2003			2004			2003
REVENUES:
Drilling services	$	137,460		$	123,806		$	500,928		$	421,412
Manufacturing sales and services		64,703			48,246			207,573			137,043
Total		202,163			172,052			708,501			558,455
COSTS AND EXPENSES:
Drilling services		82,862			87,331			355,188			330,124
Manufacturing sales and services		55,986			40,686			178,087			114,644
Depreciation and amortization		19,903			19,286			77,828			69,362
Selling, general and administrative		12,217			8,587			40,721			36,095
Total		170,968			155,890			651,824			550,225
INCOME FROM OPERATIONS		31,195			16,162			56,677			8,230
OTHER INCOME (EXPENSE):
Interest expense		(5,478	)		(5,158	)		(20,911	)		(20,027	)
Less: interest capitalized		533			685			2,195			4,142
Interest income		1,721			101			4,408			1,124
Other - net		128			119			416			477
OTHER INCOME (EXPENSE) - NET		(3,096	)		(4,253	)		(13,892	)		(14,284	)
INCOME (LOSS) BEFORE INCOME TAXES		28,099			11,909			42,785			(6,054	)
Provision (credit) for income taxes		11,607			4,327			16,414			(2,114	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		16,492			7,582			26,371			(3,940	)
Loss from discontinued aviation operations, net of tax		(14,264	)		(3,137	)		(27,644	)		(3,834	)
NET INCOME (LOSS)	$	2,228		$	4,445		$	(1,273	)	$	(7,774	)
PER SHARE AMOUNTS:
Income (loss) from continuing operations	$	0.15		$	0.08		$	0.25		$	(0.04	)
Loss from discontinued aviation operations, net of tax	$	(0.13	)	$	(0.03	)	$	(0.26	)	$	(0.04	)
Net income (loss)	$	0.02		$	0.05		$	(0.01	)	$	(0.08	)
AVERAGE DILUTED SHARES		108,521			96,044			105,472			93,820

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EXHIBIT 99.1

ROWAN COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
	TWELVE MONTHS
	ENDED DECEMBER 31
		2004			2003
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss)	$	(1,273	)	$	(7,774	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization		95,650			86,851
Loss on sale of aviation operations		24,441
Deferred income taxes		866			(3,677	)
Other - net		11,465			7,847
Net changes in current assets and liabilities		(14,857	)		(34,596	)
Net changes in other noncurrent assets and liabilities		815			(401	)
Net cash provided by operations		117,107			48,250
Investing activities:
Property, plant and equipment additions		(136,886	)		(250,463	)
Net proceeds from sale of aviation operations		117,014
Proceeds from disposals of property, plant and equipment		14,680			7,060
Net cash used in investing activities		(5,192	)		(243,403	)
Financing activities:
Proceeds from borrowings		70,842			111,490
Repayments of borrowings		(55,904	)		(42,458	)
Proceeds from common stock offering, net of issue costs		264,952
Proceeds from stock option and convertible debenture plans		15,945			5,592
Net cash provided by financing activities		295,835			74,624
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		407,750			(120,529	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		58,227			178,756
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	465,977		$	58,227

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EX-99.2

EXHIBIT 99.2

Rowan Companies, Inc.

News Release           2800 Post Oak Boulevard, Suite 5450

           Houston, Texas 77056 (713) 621-7800

FOR IMMEDIATE RELEASEMarch 9, 2005

ROWAN ANNOUNCES SALE OF BOAT PURCHASE OPTIONS

HOUSTON, TEXAS -Rowan Companies, Inc. (NYSE: RDC) (“Rowan”) today announced that on February 7, 2005, the Company assigned its operating lease agreements and sold the purchase options it held on four anchor-handling, towing and supply boats. Net proceeds to Rowan from the assignment and sale were approximately $21 million.

Rowan obtained the boats in 1999 and 2000 through charter agreements that gave the Company an option to purchase each boat at the conclusion of the lease term in March 2005. The boats were fully-crewed by the charterer, but managed by Rowan to provide towing and supply services for the Company’s drilling operations and for third parties. Rowan continues to operate two additional boats under operating lease agreements without purchase options that expire in May, at which time the Company will exit the marine vessel business.

Danny McNease, Chairman and Chief Executive Officer, commented, “Rowan originally entered the marine vessel business to ensure our customers that a modern fleet was available to service both our drilling rigs and their operations. We believe that commitment has been satisfied, and we are exiting the business with a substantial one-time financial gain.”

Simmons & Company International served as financial advisor to Rowan for this transaction.

Rowan Companies, Inc. is a major provider of international and domestic contract drilling services. The Company also operates a mini-steel mill, a manufacturing facility that produces heavy equipment for the mining and timber industries, and a drilling products division that has designed or built about one-third of all mobile offshore jack-up drilling rigs, including all 24 operated by the Company. The Company’s stock is traded on the New York Stock Exchange and the Pacific Exchange - Stock & Options. Common Stock trading symbol: RDC. For additional information, contact William C. Provine, Vice-President - Investor Relations, at 713-960-7575 or visit Rowan’s website at www.rowancompanies.com.

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 include oil and natural gas prices, the level of offshore expenditures by energy companies, energy demand, the general economy, including inflation, weather conditions in the Company’s principal operating areas and 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.