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): April 22, 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 April 22, 2005, Rowan Companies, Inc. issued a press release announcing its operating results for the first quarter of 2005. The press release is attached as Exhibit 99.1.

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective May 1, 2005, E. E. Thiele, Senior Vice President - Finance, Administration and Treasurer of Rowan Companies, Inc. will retire after 36 years of service, including the last 16 years as the Company’s Chief Financial Officer.

Effective May 1, 2005, William H. Wells has been appointed Vice President - Finance and Treasurer of Rowan Companies, Inc. and will serve as the Company’s Principal Financial Officer. Mr. Wells, who is 43, has served as Controller of Rowan Companies, Inc. for the past 11 years.

Effective May 1, 2005, Greg Hatfield has been appointed Controller of Rowan Companies, Inc. and will serve as the Company’s Principal Accounting Officer. Mr. Hatfield, who is 35, has served as a corporate accountant for Rowan Companies, Inc. for the past 11 years.

Item 8.01 - Other Events

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

A schedule summarizing the Offshore Rig Utilization of Rowan Companies, Inc. for the first quarter of 2005 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 April 22, 2005
99.2	Rowan Companies, Inc. Offshore Rig Utilization for the Three Months Ended March 31, 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: April 22, 2005

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit Description
99.1	Press release of Rowan Companies, Inc. dated April 22, 2005
99.2	Rowan Companies, Inc. Offshore Rig Utilization for the Three Months Ended March 31, 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 RELEASE       April 22, 2005

HOUSTON, TEXAS - Rowan reports improved continuing operating results.

For the three months ended March 31, 2005, Rowan Companies, Inc. (RDC-NYSE) generated net income of $43.4 million, or 40¢ per share, compared to a loss of $11.3 million, or 11¢ per share, in the same period of 2004. Income from continuing operations was $44.6 million, or 41¢ per share, on revenues of $231.8 million in the first quarter of 2005, compared to a loss of $6.4 million, or 6¢ per share, on revenues of $149.4 million in the first quarter of 2004.

Current period results included $28.6 million of gains on asset sales, which improved the Company’s after-tax income by approximately 16¢ per share. Excluding the effects of these transactions, Rowan's first quarter 2005 income from continuing operations and net income would have been approximately 25¢ and 24¢ per share, respectively.

Rowan’s offshore rig utilization was 98% during the first quarter of 2005, versus 99% in the fourth quarter of 2004 and 84% in the year-earlier period. Our average Gulf of Mexico day rate was $58,000 during the first quarter, up by $7,400, or 15%, from the fourth quarter of 2004 and by $18,300, or 46%, from the year-earlier period. Land rig utilization was 84% during the first quarter of 2005, versus 73% in the year-earlier period. Our average land rig day rate was $16,300 during the first quarter, up by $2,500, or 18%, from the fourth quarter of 2004 and by $5,300, or 48%, from the year-earlier period.

Danny McNease, Chairman and Chief Executive Officer, commented, “Rowan’s drilling division continues to reach new heights. First quarter revenues were 15% more than our previous quarterly high reached in 2001. The Company’s drilling fleet has been almost fully utilized over the past 11 months and our average day rate continues to improve with each new assignment. We have commitments in hand for rates never before achieved in our long history of drilling in the Gulf of Mexico. We believe that this momentum will continue throughout 2005, barring any collapse in oil and natural gas prices.

“As previously announced, Gorilla VI will soon relocate from the Gulf of Mexico to eastern Canada for work beginning around mid year. This assignment affords Rowan an opportunity to both improve the return on a significant asset and strengthen conditions in the Company’s most prominent drilling market.

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EXHIBIT 99.1

“Gorilla VII continues to produce from the North Sea’s Ardmore Field under a contract that runs through 2005. The Company’s first quarter 2005 revenues included $5.3 million related to this assignment, which we have continued to recognize only upon collection. Assuming that field production remains sufficient to sustain the project throughout the year, we believe this contract will continue to generate significant revenues for Rowan in the future.

“The prospects for our manufacturing division remain solid. Our manufacturing backlog continues to grow and, at $87 million, is at an all-time high. Strong commodity prices should sustain demand for our mining equipment and parts over the near term.

“On a personal note, I want to congratulate Ed Thiele on his impending retirement after 36 years of distinguished service to Rowan, the past 16 of which have been as the Company’s Chief Financial Officer. Ed’s successor in this position is Bill Wells, who has served as Rowan’s Controller for the past eleven years.”

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. Contact: William C. Provine, Vice-President - Investor Relations, 713-960-7575. Website: 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
Unaudited (In Thousands)
		MARCH 31
		2005		2004
ASSETS
Cash and cash equivalents	$	408,578	$	306,435
Accounts receivable		165,536		99,623
Inventories		167,053		152,986
Other current assets		24,262		23,743
Total current assets		765,429		582,787
Property, plant and equipment - net		1,684,647		1,646,434
Other assets		15,627		17,074
Assets of discontinued aviation operations				159,510
TOTAL	$	2,465,703	$	2,405,805
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	64,922	$	55,887
Other current liabilities		103,732		85,717
Total current liabilities		168,654		141,604
Long-term debt		568,232		579,466
Other liabilities		286,862		267,652
Liabilities of discontinued aviation operations				23,404
Stockholders' equity		1,441,955		1,393,679
TOTAL	$	2,465,703	$	2,405,805

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EXHIBIT 99.1

ROWAN COMPANIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Unaudited (In Thousands Except Per Share Amounts)
		THREE MONTHS
		ENDED MARCH 31,
		2005			2004
REVENUES:
Drilling services	$	169,643		$	105,689
Manufacturing sales and services		62,113			43,703
Total		231,756			149,392
COSTS AND EXPENSES:
Drilling services		96,701			88,418
Manufacturing sales and services		56,670			38,794
Depreciation and amortization		19,913			18,984
Selling, general and administrative		13,260			9,097
Gain on sale of boat purchase options		(20,866	)
Total		165,678			155,293
INCOME (LOSS) FROM OPERATIONS		66,078			(5,901	)
OTHER INCOME (EXPENSE):
Interest expense		(5,856	)		(5,065	)
Less: interest capitalized		771			797
Interest income		2,546			660
Gain on sale of investments		7,701
Other - net		336			84
OTHER INCOME (EXPENSE) - NET		5,498			(3,524	)
INCOME (LOSS) BEFORE INCOME TAXES		71,576			(9,425	)
Provision (credit) for income taxes		26,980			(3,044	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		44,596			(6,381	)
Loss from discontinued aviation operations, net of tax		(1,174	)		(4,927	)
NET INCOME (LOSS)	$	43,422		$	(11,308	)
PER SHARE AMOUNTS:
Income (loss) from continuing operations	$	0.41		$	(0.06	)
Loss from discontinued aviation operations, net of tax	$	(0.01	)	$	(0.05	)
Net income (loss)	$	0.40		$	(0.11	)
AVERAGE DILUTED SHARES		109,252			102,132

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EXHIBIT 99.1

ROWAN COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited (In Thousands)
	THREE MONTHS
	ENDED MARCH 31
		2005			2004
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss)	$	43,422		$	(11,308	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization		19,913			23,525
Deferred income taxes		23,094			(5,661	)
Contributions to pension plans		(60,931	)		(137	)
Other - net		6,387			9,481
Net changes in current assets and liabilities		(37,274	)		(1,781	)
Net changes in other noncurrent assets and liabilities		35			65
Net cash provided by (used in) operations		(5,354	)		14,184
Investing activities:
Property, plant and equipment additions		(32,274	)		(47,777	)
Proceeds from disposals of property, plant and equipment		816			4,487
Net cash used in investing activities		(31,458	)		(43,290	)
Financing activities:
Proceeds from borrowings		12,589			29,726
Repayments of borrowings		(18,707	)		(18,707	)
Payment of cash dividends		(26,935	)
Proceeds from stock option and convertible debenture plans		12,466			1,302
Proceeds from common stock offering, net of issue costs					264,993
Net cash provided by (used in) financing activities		(20,587	)		277,314
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(57,399	)		248,208
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		465,977			58,227
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	408,578		$	306,435

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EX-99.2

EXHIBIT 99.2

ROWAN COMPANIES, INC.

OFFSHORE RIG UTILIZATION

THREE MONTHS ENDED MARCH 31, 2005

	Units *		Utilization
Gorilla Jack-ups:
Gulf of Mexico		5		97	%
North Sea		2		96	%
Total		7		97	%
Other Jack-ups:
Gulf of Mexico		17		98	%
Semi-submersible:
Gulf of Mexico		1		100	%
Total		25		98	%

* Number of units at March 31, 2005

Note: Only revenue-producing days are used in computing rig utilization.  The revenue relating to Gorilla VII (located in the North Sea) is being recognized upon collection.