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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WILKINSON BRUCE W (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2008		M(1)		27,180	A	$4.845	713,012	D
Common Stock	07/01/2008		S(1)		27,180	D	(2)(3)	685,832	D
Common Stock	07/01/2008		M(1)		16,460	A	$6.7267	702,292	D
Common Stock	07/01/2008		S(1)		16,460	D	(4)	685,832	D
Common Stock								10,293(5)	I	401k Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.845	07/01/2008		M(1)			27,180	(6)	03/06/2011	Common Stock	27,180	$0	0	D
Stock Option (Right to Buy)	$6.7267(7)	07/01/2008		M(1)			16,460	(8)	05/12/2015	Common Stock	16,460	$0	218,200(7)	D

Explanation of Responses:

1. The sales and underlying exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

2. The stock was sold in multiple transactions at the following prices: 100 @ $60.16; 300 @ $60.21; 200 @ $60.22; 100 @ $60.225; 800 @ $60.25; 200 @ $60.26; 1040 @ $60.27; 200 @ $60.28; 100 @ $60.31; 100 @ $60.32; 819 @ $60.33; 300 @ $60.40; 100 @ $60.41; 100 @ $60.42; 277 @ $60.44; 800 @ $60.46; 345 @ $60.47; 300 @ $60.49; 300 @ $60.50; 500 @ $60.52; 300 @ $60.53; 100 @ $60.54; 200 @ $60.55; 200 @ $60.56; 200 @ $60.58; 300 @ $60.60; 100 @ $60.61; 230 @ $60.62; 400 @ $60.64; 218 @ $60.65; 100 @ $60.66; 200 @ $60.68; 200 @ $60.70; 800 @ $60.71; 432 @ $60.72; 500 @ $60.73; 200 @ $60.74; 200 @ $60.75; 268 @ $60.76; 700 @ $60.77; 300 @ $60.78; 300 @ $60.79; 2,100 @ $60.80; 200 @ $60.81; 759 @ $60.82; 200 @ $60.83; 200 @ $60.84; 100 @ $60.85; 400 @ $60.86; 100 @ $60.87; 200 @ $60.88; 352 @ $60.89; 204 @ $60.90; 100 @ $60.91; 600 @ $60.92; 100 @ $60.93; 300 @ $60.94; 496 @ $60.95; 500 @ $60.96; 600 @ $60.97; 400 @ $60.98; 900 @ $60.99; 300 @ $61; 100 @ $61.005; coninued on footnote 3

3. continued from footnote 2: 1,500 @ $61.01; 200 @ $61.02; 300 @ $61.03; 400 @ $61.04; 100 @ $61.05; 500 @ $61.06; 300 @ $61.07; 400 @ $61.08; 400@ $61.09 and 440 @ $61.10.

4. The stock was sold in multiple transactions at the following prices: 260 @ $61.10; 500 @ $61.11; 400 @ $61.12; 800 @ $61.13; 600 @ $61.14; 500 @ $61.15; 300 @ $61.16; 800 @ $61.17; 500 @ $61.18; 500 @ $61.19; 200 @ $61.20; 300 @ $61.21; 300 @ $61.22; 700 @ $61.23; 800 @ $61.24; 500 @ $61.25; 500 @ $61.26; 1,050 @ $61.27; 100 @ $61.28; 380 @ $61.29; 570 @ $61.30; 400 @ $61.31; 300 @ $61.32; 100 @ $61.33; 700 @ $61.34; 100 @ $61.36; 100 @ $61.37; 100 @ $61.39; 400 @ $61.40; 300 @ $61.41; 600 @ $61.42; 300 @ $61.43; 200 @ $61.44; 600 @ $61.45; 400 @ $61.455; 400 @ $61.46; 100 @ $61.48; 500 @ $61.485; 100 @ $61.49; and 200 @ $61.51.

5. Based upon the units held in 401k Plan and the fair market value of Common Stock as of July 1, 2008.

6. This option vested in three equal installments on March 6, 2002, 2003 and 2004.

7. This option was previously reported as covering 78,220 shares at an exercise price of $20.18 per share, but was adjusted to reflect the 3-for-2 Stock Split that occurred on May 31, 2006 and the 2-for-1 stock split that occurred on September 10, 2007.

8. This option vested in three equal installments on May 12, 2006, 2007 and 2008

Remarks:

	Robert E. Stumpf, by power of attorney	07/03/2008
	** 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).
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