UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 15, 2005





                          McDERMOTT INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)




      REPUBLIC OF PANAMA            001-08430                  72-0593134
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 (State or other jurisdiction      (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)





  1450 Poydras Street, New Orleans, Louisiana                70112-6050
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   (Address of principal executive offices)                  (Zip Code)


Registrant's Telephone Number, including Area Code:  (504) 587-5400
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                    _________________________________________

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

                    _________________________________________





Item 2.02    Results of Operations and Financial Condition.

     On March 15, 2005, McDermott International, Inc. issued a press release
     announcing unaudited financial results for the fourth quarter and full year
     ended December 31, 2004. A copy of the press release is attached as Exhibit
     99.1, and the information contained in Exhibit 99.1 is incorporated by
     reference.

     The information furnished pursuant to this Item 2.02, including Exhibit
     99.1, shall not be deemed to be "filed" for the purposes of Section 18 of
     the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or
     otherwise subject to the liabilities of such section, nor shall such
     information be deemed incorporated by reference in any filing under the
     Securities Act of 1933, as amended, or the Exchange Act, except as shall be
     expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.

(c)  Exhibits

     99.1  Press Release Dated March 15, 2005.



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.






                                             McDERMOTT INTERNATIONAL, INC.




                                         By: /s/ Keith G. Robinson
                                             -----------------------------------
                                                 Keith G. Robinson
                                                 Corporate Controller




March 15, 2005