ROWAN INDUSTRIES, INC.
                                    BY - LAWS
 
 
                                   ARTICLE I.
                                  SHAREHOLDERS
 
SECTION 1. ANNUAL MEETINGS
 
        The annual meeting of the shareholders of the corporation shall be held
at the principal office of the corporation, on the first Tuesday in May of each
year at 11:00 A.M. o'clock (or as soon hereafter and at such other hour and/or
place as may be fixed by the Board of Directors) for the election of Directors
and for the transaction of general business except in any case required by law
or statute. If the first Tuesday in May shall be a legal holiday, the annual
meeting of the shareholders shall be held the first day following which is not a
legal holiday, at the same hour. Such annual meetings shall be general meetings;
i.e., open for the transaction of any business within the powers of the
corporation without special notice of such business.
 
SECTION 2. SPECIAL MEETINGS
 
        Except as may otherwise be required by law, special meetings of the
shareholders of the corporation may be called only as hereinafter set forth: at
any time by the President, or by the majority of the whole Board of Directors,
either by vote or in writing, or upon request in writing received by the
Secretary or Assistant Secretary, of the holders of a majority of all the shares
outstanding and entitled to vote. Any such meeting shall be called and held at
the expense of the corporation. Such request by the Directors or shareholders
shall state the purpose of the meeting and notice thereof shall be given as
provided in Section 3 of this Article I. No business other than that stated in
the notice of the meeting shall be transacted at any special meeting of the
shareholders, however called. Special meetings of the shareholders shall be held
at the principal office of the corporation, whether within or outside of the
State of Maryland, as named in Section 1 of this Article I, or at any other
locations specified by the President.
 
SECTION 3. NOTICE OF MEETINGS
 
        Not less than ten (10) days' and not more than ninety (90) days' written
notice of every annual meeting and of every special meeting of the shareholders
shall be given to each holder of stock having voting rights whose name appears
as a holder of record upon the books of the corporation at the close of business
on the date fixed by the Board of Directors for the determination of
shareholders entitled to notice of such meeting in accordance with the
provisions of these By-Laws, and, if no such date shall have been fixed by the
Board for such purpose, then to the holders of record on the fifth business day
prior to the date when such notice shall be given.
 
Such notices of annual or special meetings shall state the place, day and hour
of such meeting, and, in the case of special meetings, shall also state the
business proposed to be transacted. Such notice shall be given to each
shareholder by leaving the same with him or at his residence or usual place of
business, or by mailing it postage prepaid and addressed to him at his address
as it appears upon the books of the corporation. No notice of the time, place or
purpose of any meeting of shareholders, whether prescribed by law, by the
Charter, or by these By-Laws, need be given to any shareholder who attends in
person, or by proxy, or who waives such notice in writing. No notice of any
meeting, regular or special, need be given to any shareholder who is not
entitled to vote thereat.
 
SECTION 4. QUORUM
 
        At any meeting of shareholders the presence, in person or by proxy, of
the holders of a majority of all shares having voting rights at such meeting
shall constitute a quorum for the election of Directors or for the transaction
of other business; but, in the absence of a quorum, the shareholders entitled to
vote who shall be present in person or by proxy at any meeting (or adjournment
thereof) may, by vote of a majority of shares so present and entitled to vote,
adjourn the meeting from time to time, but not for a period of over thirty (30)
days at any one time, by announcement at the meeting, until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted at the meeting as originally notified.
 
 
 
 
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SECTION 5. PROXIES
 
        Shareholders may vote either in person or by proxy, but no proxy which
is dated more than two months before the meeting at which it is offered shall be
accepted unless such proxy shall on its face name a longer period for which it
is to remain in force. Every proxy shall be in writing subscribed by a
shareholder or by his duly authorized attorney, and shall be dated; but need not
be sealed, witnessed or acknowledged.
 
SECTION 6. VOTING
 
        At every meeting of the shareholders, every shareholder of the
corporation shall be entitled to one vote for each share of voting stock
registered in his name on the books of the corporation on the date for the
determination of those entitled to notice of the meeting. Upon demand of
shareholders holding ten percent (10%) of the shares present in person or by
proxy and entitled to vote, the votes other than for Directors shall be by
ballot; and except in cases in which it is by law, by the Charter, or by these
By-Laws otherwise provided, a majority of the votes cast shall be sufficient to
elect and pass any measure.
 
SECTION 7. INSPECTORS
 
        Two inspectors shall be appointed by the Chief Executive Officer of the
company, before any meeting. Such inspectors shall be duly sworn and shall open
and close the polls, shall receive and take charge of the proxies and ballots
and decide all questions as to the qualification of voters, the validity of
proxies and the acceptance or rejection of votes. The polls shall remain open
for a period of at least one hour.
 
SECTION 8. LIST OF SHAREHOLDERS
 
        Prior to each meeting of the shareholders, the Secretary or an Assistant
Secretary shall prepare a full, true and complete list in alphabetical order of
all shareholders entitled to vote at such meeting, indicating the number of
shares held by each, and shall be responsible for the production of such list at
the meeting.
 
SECTION 9. ORDER OF BUSINESS
 
        At all meetings of shareholders, the order of business shall be as far
as applicable and practicable, as follows:
 
        a) Organization.
 
        b) Proof of notice of meeting or of waivers thereof. The Certificate of
the Secretary of the corporation or the affidavit of any other person who mailed
the notice or caused the same to be mailed or served, shall be accepted as proof
of service of notice by mail or service.
 
        c) Submission of an alphabetical list of shareholders entitled to vote
thereat.
 
        d) Opening polls.
 
        e) At an annual meeting, or at a meeting called for that purpose,
reading of unapproved minutes of preceding meetings, and action thereon.
 
        f) Reports of the Officers.
 
        g) At an annual meeting, the election of Directors.
 
        h) Unfinished business.
 
        i) New business.
 
        j) Closing the polls.
 
        k) Adjournment.
 
 
 
 
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                                   ARTICLE II
                               BOARD OF DIRECTORS
 
SECTION 1. ELECTION AND POWERS
 
        The business and property of the corporation, except as otherwise
provided by statute or by the Charter, or by these By-Laws, shall be conducted
and managed by its Board of Directors. Except as provided in Sec. 8 of this
Article, the members of the Board of Directors shall be elected at the annual
meeting of the shareholders by holders of stock present in person or by proxy at
such meeting and entitled to vote thereat. Each Director elected at any annual
meeting shall hold office until his successor shall have been elected and
qualified or until he shall die or resign, or shall have been removed. The
number of Directors may, by vote of a majority of the entire Board of Directors,
be increased to not exceeding nineteen (19) or decreased to not less than three
(3), provided that the tenure of office of no director shall be affected
thereby. The Board of Directors shall keep minutes of its meetings and a full
account of its transactions.
 
SECTION 2. FIRST REGULAR MEETING
 
        After each meeting of shareholders at which a Board of Directors shall
have been elected, the Board of Directors so elected shall meet for the purpose
of organization and the transaction of other business, at such time and place as
may be designated by the President.
 
SECTION 3. ADDITIONAL REGULAR MEETINGS
 
        Regular meetings of the Board of Directors shall be held at such times
as may be fixed by general resolution of the Board, at the principal business
office of the Corporation, or at such other place as shall be specified in the
notice of the meeting.
 
SECTION 4. SPECIAL MEETINGS
 
        Special meetings of the Board of Directors shall be held whenever and
wherever called by the President or the majority of the Directors.
 
SECTION 5. NOTICE OF MEETINGS
 
        Subject to the provisions of Section 2 of Article II.
 
        Notice of the place, day and hour of every regular and special meeting
shall be given to each Director, either -
 
        a) By notice in writing mailed to him postage prepaid not later than the
third day before the day set for the meeting and addressed to him at his last
known post office address according to the records of the corporation; or
 
        b) By notice in writing delivered to him personally or left at his
residence or usual place of business not later than the second day before the
day fixed for the meeting; or
 
        c) By telegraph or telephone not later than the date set for the
meeting.
 
        No notice of the time, place or purpose of any meeting need be given to
any Director who, in writing, executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. No notice of any
adjourned meeting of the Board of Directors need be given.
 
SECTION 6. QUORUM
 
        A majority of the Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business at every
meeting of the Board of Directors; but if at any meeting there be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time, but not for a period of over ten (10) days at any one time, without notice
other than by announcement at the meeting, until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
 
 
 
 
<PAGE>
 
SECTION 7. REMOVAL
 
        At any meeting of the Shareholders called for the purpose, and at any
meeting of the Board of Directors called for the purpose any Director may, by
the vote of a majority of all the shares of stock outstanding and entitled to
vote, or by a vote of the majority of the members of the Board of Directors,
respectively, be removed from office, with or without cause, and another may be
appointed in the place of the person so removed, to serve for the remainder of
his term.
 
SECTION 8. VACANCIES
 
        If any Director shall die or resign, or if the shareholders shall remove
any Director without appointing another in his place, a majority of the
remaining Directors (although such majority is less than a quorum) may elect a
successor to hold office for the unexpired portion of the term of the Director
whose place shall so become vacant, and until his successor shall have been duly
chosen and qualified. Vacancies in the Board of Directors created by an increase
in the number of Directors may be filled by the vote of a majority of the entire
Board as constituted prior to such increase, and the Directors so elected by the
Board to fill such vacancies shall hold office until the next succeeding annual
meeting of shareholders and thereafter until their successors shall be elected
and qualified.
 
SECTION 9. COMPENSATION
 
        Directors, as such, shall not receive any stated compensation for their
service, but by resolution of the Board of Directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at any regular or special
meeting thereof. Nothing in this Section shall be construed to preclude a
Director from serving the corporation in any other capacity and receiving
compensation therefor.
 
SECTION 10. COMMITTEES
 
        The Board may appoint such committees, including an executive committee,
with such powers and for such periods, as it shall by resolution provide. At any
meeting of such committees those present, even if not a quorum, may appoint a
member of the Board to act in the place of an absent member.
 
                                   ARTICLE III
                            DELEGATIONS OF AUTHORITY
 
SECTION 1. BUDGETS AND PLANS
 
        Approval of a budget or plan by the Board of Directors of the
Corporation shall constitute the delegation of the necessary authority to
implement or execute such Budget or Plan to the Board of Directors or managing
officers of a subsidiary or division.
 
SECTION 2. NON-RECURRING EXPENDITURES
 
        The Board of Directors of the corporation reserves to itself the power
to approve any non-recurring (i.e., unbudgeted) expense in excess of $50,000,
except in settlement of litigation.
 
SECTION 3. COMPENSATION
 
         The Board of Directors of the Corporation reserves to itself the power
to approve all compensations in excess of $30,000. per year, exclusive of fringe
benefits.
 
 
                                   ARTICLE IV
                                    OFFICERS
 
SECTION 1. OFFICERS
 
        The Executive Officers of the Corporation shall be elected by the Board
of Directors.
 
        The Executive Officers of the Corporation shall be a President, a
Secretary, a Treasurer and such Executive Vice Presidents as may, in the opinion
of the Board of Directors, be necessary for the proper control and supervision
of the business of the Corporation.
 
 
 
 
<PAGE>
 
        Each elected officer of the Corporation shall hold his respective office
for a period of one year, or until a Successor shall have been elected and
qualified, or until he shall die, retire, or resign, or shall have been removed.
 
        The President shall be elected from the membership of the Board of
Directors.
 
        Line and staff officers of the Corporation shall be appointed by the
President with the approval of the Board of Directors to serve for such periods
and with such parameters as shall be prescribed by the Board and such duties as
are described by the President.
 
        The line officers of the Corporation shall be such Vice Presidents as
may, in the opinion of the President and with the approval of the Board, be
necessary for the proper direction and operation or supervision of the various
divisions and subsidiaries of the Corporation. The staff officers of the
Corporation shall be such Assistant Secretaries and Assistant Treasurers as may
be deemed necessary from time to time by the Board.
 
SECTION 2. PRESIDENT
 
        In general, the President shall be the Chief Executive Officer of the
Corporation. He shall be responsible to the Board of Directors.
 
        Specifically, the Corporation's President shall:
 
        a) Be a member of the Board of Directors, and the Board of Directors of
each subsidiary.
 
        b) Develop and direct his supporting organization and establish the
duties and responsibilities for persons reporting directly to him, determining
their compensation, subject to the limitations set by the By-Laws.
 
        c) Be responsible for the administration of all corporate policies
defined and established by the Board of Directors and act as General Manager of
the Corporation, in charge of corporate operations and coordinate operations and
coordinate the activities of the various divisions and departments of the
Corporation and its subsidiaries.
 
        d) Inform the Directors at each respective meeting of the progress of
the Corporation in all phases of its activities and of the operations of its
subsidiaries.
 
        e) Execute Stockholders' consent, attend meetings and act and vote, in
person or by proxy, at any meetings of stockholders of companies in which the
Corporation may own stock, subject to any directions of the Board of Directors.
 
        f) Sign and execute, in the name of the Corporation, all authorized
deeds, mortgages, bonds, contracts, leases and other documents and instruments.
 
        g) Preside at the meetings of stockholders or directors, prepare the
agenda thereof, and direct the Secretary in scheduling meetings of the Board of
Directors or Shareholders, and in recording the proceedings of such meetings.
 
        h) Be responsible for the formulation of the financial policies of the
Corporation and the relationship with lending institutions.
 
        i) Be responsible for all relations with stockholders and all
           communications to stockholders, lending institutions, landlords,
industry and the general public.
 
SECTION 3. EXECUTIVE VICE PRESIDENT
 
         Each Executive Vice President shall perform all the duties and shall
carry such responsibilities which are incident to the executive office assigned
to him upon election by the Board of Directors and such other duties and
responsibilities which may be assigned to him by the President. In order of
seniority, the Executive Vice President shall perform the duties of President in
the absence or disability of that officer.
 
SECTION 4. OFFICERS
 
        Each line or staff officer shall perform all of the duties and carry
such responsibilities which are incident to the administrative office assigned
him by the President, and such other duties and responsibilities which may, from
time to time, be assigned him by the Board of Directors.
 
 
 
 
<PAGE>
 
SECTION 5. SECRETARY
 
        The Secretary shall keep the Minutes of the meetings of the Shareholders
and the Board of Directors in books provided for that purpose; he shall see that
notices are duly given in accordance with the provisions of the By-Laws or as
required by law; he shall be the custodian of the records and the corporate seal
of the Corporation; he shall see that the corporate seal is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized and when so affixed may attest the same and, in general, he
shall perform all duties ordinarily incident to the office of the Secretary of
the Corporation and such other duties, from time to time, as may be assigned to
him by the President.
 
SECTION 6. TREASURER
 
        The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation and shall deposit, or
cause to be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render to the
Board of Directors, and the Executive Officers, whenever requested, an account
of the financial condition of the Corporation and, in general, shall perform all
of the duties ordinarily incident to the office of a Treasurer of a Corporation
and such other duties as may be assigned to him by the President.
 
SECTION 7. ASSISTANT OFFICERS
 
        The Board of Directors may elect one or more Assistant Secretaries and
one or more Assistant Treasurers. Each such Assistant Secretary and Assistant
Treasurer shall hold office for such period and shall have such authority and
perform such duties as the Board of Directors or the President may prescribe.
 
SECTION 8. REMOVAL
 
        The Board of Directors shall have the power at any regular or special
meeting, subject to the provisions of these By-Laws, to remove any officer with
or without cause.
 
SECTION 9. VACANCIES
 
        The Board of Directors at any regular or special meeting shall fill a
vacancy occurring in an elected office for the unexpired portion of the term, or
may authorize the President to fill such vacancy.
 
 
                                    ARTICLE V
                                 SHARES OF STOCK
 
 
SECTION 1. CERTIFICATES
 
         Each shareholder of the Corporation shall be entitled to a stock
certificate or certificates certifying the number and kind of shares owned by
him. Said certificates shall be signed and the Corporate Seal affixed by such
officer or officers as may be designated, from time to time, by resolution of
the Board of Directors. The use of facsimile signatures and a facsimile seal
will be permitted.
 
SECTION 2. TRANSFER OF SHARES
 
        Shares of stock shall be transferable only on the books of the
Corporation by the holder thereof in person or by his duly authorized
attorney and on surrender of the certificate or certificates duly endorsed,
except as otherwise required by law. Signatures shall be guaranteed by a member
firm of a national securities exchange or of any exchange on which the security
is listed or by a bank or trust company.
 
                                   ARTICLE VI
                                OTHER PROVISIONS
 
SECTION 1. DIVIDENDS
 
         Subject to the applicable provisions of law and of the Charter, the
Board of Directors may, in its discretion, declare what, if any, dividends shall
be paid from the earnings or the retained earnings of the Corporation, upon any
class of stock, the date when such dividends shall be payable, and the date for
the determination of holders of record to whom such dividends shall be payable.
 
 
 
<PAGE>
 
SECTION 2. NEGOTIABLE INSTRUMENTS AND OTHER EVIDENCES OF INDEBTEDNESS
 
         All checks, drafts or orders for the payment of money, notes and other
evidences of indebtedness, issued in the name of the Corporation, shall be
signed by such officer or officers as may be designated, from time to time, by
resolution of the Board of Directors. No checks shall be signed in blank.
 
SECTION 3. FISCAL YEAR
 
         The fiscal year of the Corporation shall be the calendar year unless
otherwise provided by the Board of Directors.
 
SECTION 4. SEAL
 
         The seal of the Corporation shall be circular in form, with the name of
the Corporation and "Maryland" inscribed around the outer edge, and in the
center shall be inscribed the word "Incorporated" and the year of incorporation.
 
SECTION 5. AMENDMENTS
 
         Except as hereinafter provided, these By-Laws, or any of them or any
additional or amended By-Laws, may be altered or repealed and new By-Laws may be
adopted at any regular meeting of the Board of Directors without notice, or at
any special meeting, the notice of which shall set forth the terms of the
proposed amendment, by the vote of a majority of the entire Board of Directors.
This Section 5, relating to amendments, may, however, be amended only at a
regular meeting of shareholders without notice, or at a special meeting of
shareholders, the notice of which shall set forth the terms of the proposed
amendment, in either case by the vote of a majority of the votes entitled to be
cast in the aggregate by all shareholders present in person or by proxy at such
meeting.
 
SECTION 6. POWERS OF CERTAIN PERSONS IN THE EVENT OF A NATIONAL DISASTER
 
         The provisions of these By-Laws to the contrary notwithstanding, in the
event of a national disaster, war or other event causing the incapacity of a
majority of the Executive Officers and sufficient Directors of this Corporation
to prevent a quorum, the affairs of the Corporation shall be directed and
managed by the following persons in the following order:
 
    a) if any Directors remain available, said Directors may elect other
Directors to fill the vacancies on the Board and the Board as so constituted may
elect officers to fill existing vacancies.
 
    b) If no Directors are available, the ranking officer available is to act as
the Chief Executive Officer of the Corporation and he may fill officer and
director vacancies by appointment.
 
    c) If neither directors nor officers are available, the division managers or
Executive Officers of subsidiaries in the order of their seniority shall act as
the Officers of the Corporation and have their powers.
 
    d) If neither Directors, Corporation Officers, Officers of the Subsidiaries,
are available, Product Line Managers shall act as the officers in the order of
their seniority.
 
    e) In the event none of the persons above are available, foremen and other
employees having seniority with the Corporation shall act as the officers in the
order of their seniority.