Securities Exchange Act of 1934
Section 14(a) and Rule 14a-6(a)

March 2, 2017

Response of the Office International Corporate Finance
Division of Corporation Finance

Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002

You have requested advice as to whether Rowan Companies plc may file a definitive proxy statement without filing a preliminary proxy statement for certain routine matters subject to a shareholder vote at an annual meeting under the laws of England and Wales that are not among the matters specifically enumerated in Exchange Act Rule 14a-6(a).

Based on the facts presented, the Division would not object if Rowan Companies plc were to file a definitive proxy statement without filing a preliminary proxy statement for the proposals, as described in your incoming letter, that are required to be submitted for shareholder approval at an annual meeting under the laws of England and Wales. Foreign issuers organized under the laws of England and Wales may rely on this letter with respect to the proposals described in your incoming letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2017/rowan-companies-plc-030217-14a.htm