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                                                                     EXHIBIT 4.2

                           CERTIFICATE OF DESIGNATION
                                       OF
                        SERIES A JUNIOR PREFERRED STOCK

                                       of

                              ROWAN COMPANIES, INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

         We, C. R. Palmer, President of Rowan Companies, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), and Mark H. Hay, Secretary of the Corporation, in
accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation (the "Certificate") of the Corporation, the
Board of Directors on February 25, 1992 duly adopted the following resolution
creating a series of 1,500,000 shares of Junior Preferred Stock designated as
Series A Junior Preferred Stock:

         RESOLVED that, pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate, a series of Junior Preferred Stock of this Corporation be and it is
hereby created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional or other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof, are as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Preferred Stock" ("Series A Junior Preferred
Stock") and the number of shares constituting such series shall be 1,500,000.
Such number of shares may be adjusted by appropriate action of the Board of
Directors.

         SECTION 2. DIVIDENDS AND DISTRIBUTIONS. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Junior
Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of Series A Junior Preferred Stock with
respect to dividends, each holder of one one-hundredth (1/100th) of a share (a
"Unit") of Series A Junior Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
that purpose, (i) quarterly dividends payable in cash on the first day of
January, April, July and October in each year (each such date


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being a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of such Unit of Series A Junior
Preferred Stock, in an amount per Unit (rounded to the nearest cent) equal to
the greater of (a) $0.01 or (b) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash dividends
declared on shares of the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of a Unit of Series A Junior Preferred Stock, and
(ii) subject to the provision for adjustment hereinafter set forth, quarterly
distributions (payable in kind) on each Quarterly Dividend Payment Rate in an
amount per Unit equal to the aggregate per share amount of all non-cash
dividends or other distributions (other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock, by
reclassification or otherwise) declared on shares of Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Junior Preferred Stock. In the event that the Corporation shall at any
time after February 25, 1992 (the "Rights Declaration Date") (i) declare any
dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, then in each
such case the amount to which the holder of a Unit of Series A Junior Preferred
Stock was entitled immediately prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B) The Corporation shall declare a dividend or distribution on Units
of Series A Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of Common
Stock (other than a dividend payable in shares of Common Stock); provided,
however, that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$0.01 per Unit on the Series A Junior Preferred Stock shall nevertheless accrue
on such subsequent Quarterly Dividend Payment Date.


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         (C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Junior Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issuance of such Unit of Series A Junior
Preferred Stock, unless the date of issuance of such Unit is prior to the record
date for the first Quarterly Dividend Payment Date, in which case, dividends on
such Unit shall begin to accrue from the date of issuance of such Unit, or
unless the date of issuance is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of Units of Series A
Junior Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on Units of
Series A Junior Preferred Stock in an amount less than the aggregate amount of
all such dividends at the time accrued and payable on such Units shall be
allocated pro rata on a unit-by-unit basis among all Units of Series A Junior
Preferred Stock at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of Units of Series A Junior Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

         SECTION 3. VOTING RIGHTS. The holders of Units of Series A Junior
Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series A Junior Preferred Stock shall entitle the holder thereof to one
vote on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
then in each such case the number of votes per Unit to which holders of Units of
Series A Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which shall be the number of shares of Common Stock outstanding immediately
after such event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.


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         (B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

         (C) (i) If at anytime dividends on any Units of Series A Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid dividends for
all previous quarterly dividend periods and for the current quarterly dividend
period on all Units of Series A Junior Preferred Stock then outstanding shall
have been declared and paid or set apart for payment, all holders of Units of
Series A Junior Preferred Stock, voting separately as a class, shall have the
right to elect two Directors.

         (ii) During any default period, such voting rights of the holders of
Units of Series A Junior Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting rights nor any right of the
holders of Units of Series A Junior Preferred Stock to increase, in certain
cases, the authorized number of Directors may be exercised at any meeting unless
a majority of the outstanding Units of Series A Junior Preferred Stock shall be
present at such meeting in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of Units of
Series A Junior Preferred Stock of such rights. At any meeting at which the
holders of Units of Series A Junior Preferred Stock shall exercise such voting
right initially during an existing default period, they shall have the right,
voting separately as a class, to elect Directors to fill up to two vacancies in
the Board of Directors, if any such vacancies may then exist, or, if such right
is exercised at an annual meeting, to elect two Directors. If the number which
may be so elected at any special meeting does not amount to the required number,
the holders of the Series A Junior Preferred Stock shall have the right to make
such increase in the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of Units of Series A
Junior Preferred Stock shall have exercised their right to elect Directors
during any default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series A
Junior Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to the Series A Junior Preferred Stock.


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         (iii) Unless the holders of Series A Junior Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than 10% of the total number of
Units of Series A Junior Preferred Stock outstanding may request in writing, the
calling of a special meeting of the holders of Units of Series A Junior
Preferred Stock, which meeting shall thereupon be called by the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Units of Series A Junior Preferred Stock are entitled to vote pursuant to
this paragraph (C)(iii) shall be given to each holder of record of Units of
Series A Junior Preferred Stock by mailing a copy of such notice to him at his
last address as the same appears on the books of the Corporation. Such meeting
shall be called for a time not earlier than ten days and not later than 50 days
after such order or request or in default of the calling of such meeting within
50 days after such order or request, such meeting may be called on similar
notice by any stockholder or stockholders owning in the aggregate not less than
10% of the total number of outstanding Units of Series A Junior Preferred Stock.

         (iv) During any default period, the holders of shares of Common Stock
and Units of Series A Junior Preferred Stock, and other classes or series of
stock the Corporation, if applicable, shall continue to be entitled to elect all
the Directors until the holders of Units of Series A Junior Preferred Stock
shall have exercised their right to elect two Directors voting as a separate
class, after the exercise of which right (x) the Directors so elected by the
holders of Units of Series A Junior Preferred Stock shall continue in office
until their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of Directors
may (except as provided in paragraph (C)(ii) of this Section 3) be filled by
vote of a majority of the remaining Directors theretofore elected by the holders
of the class of capital stock which elected the Director whose office shall have
become vacant. References in this paragraph (C) to Directors elected by the
holders of a particular class of capital stock shall include Directors elected
by such Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.

         (v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series A Junior Preferred Stock as a separate class
to elect Directors shall cease, (y) the term of any Directors elected by the
holders of Units of Series A Junior Preferred Stock as a separate class shall
terminate, and (z) the number of Directors shall be such number as may be


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provided for in the Certificate or by-laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number
being subject, however, to change thereafter in any manner provided by law or in
the Certificate or by-laws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled by
a majority of the remaining Directors.

         (vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series A Junior Preferred Stock during any
default period notwithstanding any provisions of the Certificate to the
contrary.

         (D) Except as set forth herein, holders of Units of Series A Junior
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
shares of Common Stock as set forth herein) for taking any corporate action.

         SECTION 4. CERTAIN RESTRICTIONS. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Junior Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on outstanding
Units of Series A Junior Preferred Stock shall have been paid in full, the
Corporation shall not:

         (i) declare or pay dividends on, make any other distributions on or
redeem or purchase or otherwise acquire for consideration any shares of junior
stock;

         (ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series A
Junior Preferred Stock and shares of all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which the
holders of such Units and all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any junior stock;

         (iv) purchase or otherwise acquire for consideration any Units of
Series A Junior Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of such Units.

         (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation



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could, under paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.

         SECTION 5. REACQUIRED SHARES. Any Units of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

         SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series A Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in paragraph
(B), the greater of either (a) $.01 per Unit plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not earned or declared,
to the date of such payment, or (b) the amount per Unit equal to the aggregate
per share amount to be distributed to holders of shares of Common Stock, or (ii)
to the holders of shares of parity stock, unless simultaneously therewith
distributions are made ratably on Units of Series A Junior Preferred Stock and
all other shares of such parity stock in proportion to the total amounts which
the holders of Units of Series A Junior Preferred Stock are entitled under
clause (i)(a) of this sentence and to which the holders of shares of such parity
stock are entitled, in each case upon such liquidation, dissolution or winding
up.

         (B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into smaller number
of shares, then in each such case the aggregate amount to which holders of Units
of Series A Junior Preferred Stock were entitled immediately prior to such event
pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.



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         SECTION 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case Units of
Series A Junior Preferred Stock shall at the same time be similarly exchanged
for or converted into an amount per Unit (subject to the provision for
adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding Common Stock into a smaller number of
shares, then in each such case the amount set forth in the immediately preceding
sentence with respect to the exchange or conversion of Units of Series A Junior
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         SECTION 8. REDEMPTION. The Units of Series A Junior Preferred Stock
shall not be redeemable.

         SECTION 9. RANKING. The Units of Series A Junior Preferred Stock shall
rank junior to all other series of the Junior Preferred Stock and to any other
class of preferred stock as to the payment of dividends and the distribution of
assets, unless the Certificate or terms of any such series or class shall
provide otherwise.

         SECTION 10. AMENDMENT. The Certificate, including, without limitation,
this resolution, shall not hereafter be amended, either directly or indirectly,
or through merger or consolidation with another corporation, in any manner that
would alter or change the powers, preferences or special rights of the Series A
Junior Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of a majority or more of the outstanding Units of Series A
Junior Preferred Stock, voting separately as a class.

         SECTION 11. FRACTIONAL SHARES. The Series A Junior Preferred Stock
maybe issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in



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distributions and to have the benefit of all other rights of holders of Series A
Junior Preferred Stock.

         SECTION 12. CERTAIN DEFINITIONS. As used herein with respect to the
Series A Junior Preferred Stock, the following terms shall have the following
meanings:

         (A) The term "Common Stock" shall mean the class of stock designated as
the common stock, par value $.125 per share, of the Corporation at the date
hereof or any other class of stock resulting from successive changes or
reclassification of common stock.

         (B) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the Corporation
hereafter authorized or issued over which the Series A Junior Preferred Stock
has preference or priority as to the payment of dividends and (ii) as used in
Section 6, shall mean the Common Stock and any other class or series of capital
stock of the Corporation over which the Series A Junior Preferred Stock has
preference or priority in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

         (C) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series A Junior Preferred Stock as to dividends and
(ii) as used in Section 6, shall mean any class or series of capital stock
ranking pari passu with the Series A Junior Preferred Stock in the distribution
of assets on any liquidation, dissolution or winding up.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Designation and do affirm the foregoing as true under the penalties of perjury
this 2nd day of March, 1992.


                                        /s/ C. R. PALMER
                                        ----------------------------------------
                                        President

                                        /s/ MARK HAY
                                        ----------------------------------------
                                        Secretary





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