Amendment No. 3 to the Rights Agreement as Amended Between the Company and Citibank N.A. as Rights Agent Effective July 24, 1997:

   1
                                                                      Exhibit 4c





                             ROWAN COMPANIES, INC.

                                Amendment No. 3
                            to the Rights Agreement
                               as Amended Between
                         the Company and Citibank N.A.
                                as Rights Agent



                      Effective July 24, 1997:

                             Section 7(b) is amended by deleting the reference
                             to the initial dollar amount of the Purchase Price
                             designated therein as "$30.00" and replacing it
                             with "$75.00."