SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON CHARLES W

(Last)

(First)

(Middle)

6160 CARL BRADY DRIVE

(Street)

ANCHORAGE

99502-1899

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROWAN COMPANIES INC [ RDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2004		C		125,926	A	$6.75	160,634	D
Common Stock	07/23/2004		S		1,100	D	$24.38	159,535	D
Common Stock	07/23/2004		S		200	D	$24.42	159,335	D
Common Stock	07/23/2004		S		100	D	$24.38	159,235	D
Common Stock	07/26/2004		S		1,200	D	$24.4	158,035	D
Common Stock	07/26/2004		S		2,700	D	$23.95	155,335	D
Common Stock	07/26/2004		S		200	D	$23.96	155,135	D
Common Stock	07/26/2004		S		1,000	D	$23.51	154,135	D
Common Stock	07/26/2004		S		12,100	D	$23.55	142,035	D
Common Stock	07/26/2004		S		10,000	D	$23.56	132,035	D
Common Stock	07/26/2004		S		3,300	D	$23.58	128,735	D
Common Stock	07/26/2004		S		1,000	D	$23.6	127,735	D
Common Stock	07/26/2004		S		10,000	D	$23.61	117,735	D
Common Stock	07/26/2004		S		2,500	D	$23.62	115,235	D
Common Stock	07/26/2004		S		4,000	D	$23.66	111,235	D
Common Stock	07/26/2004		S		1,600	D	$23.59	109,635	D
Common Stock	07/26/2004		S		2,000	D	$23.57	107,635	D
Common Stock	07/26/2004		S		2,400	D	$23.54	105,235	D
Common Stock	07/26/2004		S		4,600	D	$23.52	100,635	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Debenture due 2004⁽¹⁾	$6.75	07/23/2004		C			37,037	11/30/1996	11/30/2004	Common Stock	37,037	$0	88,889	D
Debenture due 2004⁽¹⁾	$6.75	07/23/2004		C			44,444	11/30/1997	11/30/2004	Common Stock	44,444	$0	44,445	D
Debenture due 2004⁽¹⁾	$6.75	07/23/2004		C			44,445	11/30/1998	11/30/2004	Common Stock	44,445	$0	0	D

Explanation of Responses:

1. On July 23, 2004, the Reporting person converted $850,000 principal amount of Series III floating Rate Convertible Subordinated Debenture due 2004 (the "Debenture") into 125,926 shares of Series III Preferred Stock (the "Preferred Stock") at a conversion price of $1,000 per share of Preferred Stock, which Preferred Stock was the converted into 850 shares of Common Stock at a conversion ratio equal to the $850,000 principal amount of Debenture divided by the per share conversion price shown in column 2, or $6.75. Column 9 reflects that this debenture has been fully converted.

Remarks:

*** See Power of Attorney attached.

	/s/ Mark Hay***	07/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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