SEC FORM 4

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.

1450 POYDRAS STREET

(Street)

NEW ORLEANS

70112

(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)
12/19/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2005		M⁽¹⁾		20,000	A	$3.15	326,872	D
Common Stock	12/19/2005		S⁽¹⁾		20,000	D	⁽²⁾	306,872	D
Common Stock								3,199⁽³⁾	I	401(K) 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.15	12/19/2005		M⁽¹⁾			20,000	⁽⁴⁾	04/02/2013	Common Stock	20,000	$0	80,100	D

Explanation of Responses:

1. The sales and underlying exercise reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2005.

2. The stock was sold in multiple transactions at the following prices: 200 at $40.37; 400 at $40.41; 400 at $40.42; 300 at $40.43; 100 at $40.50; 900 at $40.60; 100 at $40.62; 100 at $40.65; 300 at $40.67; 200 at $40.70; 200 at $40.72; 400 at $40.73; 600 at $40.74; 300 at $40.77; 400 at $40.78; 500 at $40.79; 600 at $40.80; 200 at $40.82; 800 at $40.83; 200 at $40.84; 1100 at $40.85; 2200 at $40.86; 300 at $40.87; 500 at $40.88; 300 at $40.89; 700 at $40.90; 300 at $40.91; 400 at $40.92; 700 at $40.94; 100 at $40.95; 300 at $41.12; 300 at $41.14; 300 at $41.16; 300 at $41.21; 400 at $41.22; 400 at $41.25; 200 at $41.26; 700 at $41.28; 200 at $41.29; 100 at $41.32; 2100 at $41.35; 300 at $41.43; 300 at $41.44 and 300 at $41.53.

3. Based upon units held in 401K Plan and the fair market value of Common Stock as of 12/16/05.

4. The option vested in three equal installments on April 2, 2004, 2005 and 2006.

Remarks:

	Liane K. Hinrichs, Attorney-in-Fact	12/21/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.