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

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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^*

DEMARS BRUCE

(Last)

(First)

(Middle)

C/O MCDERMOTT INTERNATIONAL, INC.

777 N. ELDRIDGE PARKWAY

(Street)

HOUSTON

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2007

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	06/06/2007		M		450	A	$41.8333	21,843.204	D
Common Stock	06/06/2007		S		450	D	$77.41	21,393.204	D
Common Stock	06/06/2007		M		1,350	A	$3.3	22,743.204	D
Common Stock	06/06/2007		S		1,350	D	⁽¹⁾	21,393.204	D
Common Stock	06/06/2007		M		15,000	A	$3.3	36,393.204	D
Common Stock	06/06/2007		S		15,000	D	⁽²⁾	21,393.204	D
Common Stock	06/06/2007		M		450	A	$5.8333	21,843.204	D
Common Stock	06/06/2007		S		450	D	⁽³⁾	21,393.204	D
Common Stock	06/06/2007		M		7,500	A	$5.0166	28,893.204	D
Common Stock	06/06/2007		S		7,500	D	⁽⁴⁾	21,393.204	D
Common Stock	06/06/2007		M		1,350	A	$13.29	22,743.204	D
Common Stock	06/06/2007		S		1,350	D	⁽⁵⁾	21,393.204	D
Common Stock	06/06/2007		M		5,000	A	$13.4533	26,393.204	D
Common Stock	06/06/2007		S		5,000	D	⁽⁶⁾	21,393.204	D
Common Stock	06/06/2007		M		450	A	$10.4792	21,843.204	D
Common Stock	06/06/2007		S		450	D	⁽⁷⁾	21,393.204	D

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)	$41.8333⁽⁸⁾	06/06/2007		M			450⁽⁸⁾	11/03/2006	05/03/2016	Common Stock	450⁽⁸⁾	$0	0⁽⁸⁾	D
Stock Option (Right to Buy)	$3.3⁽⁹⁾	06/06/2007		M			1,350⁽⁹⁾	11/09/2003	05/09/2013	Common Stock	1,350⁽⁹⁾	$0	0⁽⁹⁾	D
Stock Option (Right to Buy)	$3.3⁽¹⁰⁾	06/06/2007		M			15,000⁽¹⁰⁾	05/09/2004	05/09/2013	Common Stock	15,000⁽¹⁰⁾	$0	0⁽¹⁰⁾	D
Stock Option (Right to Buy)	$5.8233⁽¹¹⁾	06/06/2007		M			450⁽¹¹⁾	11/05/2004	05/05/2014	Common Stock	450⁽¹¹⁾	$0	0⁽¹¹⁾	D
Stock Option (Right to Buy)	$5.0166⁽¹²⁾	06/06/2007		M			7,500⁽¹²⁾	05/13/2005	05/13/2014	Common Stock	7,500⁽¹²⁾	$0	0⁽¹²⁾	D
Stock Option (Right to Buy)	$13.29⁽¹³⁾	06/06/2007		M			1,350⁽¹³⁾	11/04/2005	05/04/2015	Common Stock	1,350⁽¹³⁾	$0	0⁽¹³⁾	D
Stock Option (Right to Buy)	$13.4533⁽¹⁴⁾	06/06/2007		M			5,000⁽¹⁴⁾	05/12/2006	05/12/2015	Common Stock	5,000⁽¹⁴⁾	$0	2,500⁽¹⁴⁾	D
Stock Option (Right to Buy)	$10.4792⁽¹⁵⁾	06/06/2007		M			450⁽¹⁵⁾	11/01/2002	05/01/2012	Common Stock	450⁽¹⁵⁾	$0	0⁽¹⁵⁾	D

Explanation of Responses:

1. The stock was sold in multiple transactions at the following prices: 100 shares at $77.41; 600 shares at $77.45; 100 shares at $77.49 and 550 shares at $77.42.

2. The stock was sold in multiple transactions at the following prices: 400 shares at $77.02; 600 shares at $77.03; 300 shares at $77.16; 500 shares at $77.18; 1,450 shares at $77.20; 300 shares at $77.26; 600 shares at $77.29; 500 shares at $77.32; 500 shares at $77.36; 500 shares at $77.43; 1,750 shares at $77.45; 1,200 shares at $77.48; 600 shares at $77.56; 1,200 shares at $77.59; 600 shares at $77.64; 1,000 shares at $77.69; 600 shares at $77.70; 1,700 shares at $77.79; 600 shares at $77.88 and 100 shares at $77.89.

3. The stock was sold in multiple transacations at the following prices: 200 shares at $77.26; 50 shares at $77.28 and 200 shares at $77.29.

4. The stock was sold in multiple transactions at the following prices: 600 shares at $77.11; 500 shares at $77.12; 600 shares at $77.14; 100 shares at $77.20; 12 shares at $77.30; 2,000 shares at $77.31; 1,088 shares at $77.32; 400 shares at $77.39; 500 shares at $77.60; 600 shares at $77.69; 600 shares at $77.80 and 500 shares at $77.89.

5. The stock was sold in multiple transacitons at the following prices: 100 shares at $77.26; 600 shares at $77.27; 600 shares at $77.31 and 50 shares at $77.42.

6. The stock was sold in multiple transacitons at the following prices: 1,050 shares at $77.20; 550 shares at $77.28; 600 shares at $77.29; 1,700 shares at $77.32; 600 shares at $77.37 and 500 shares at $77.38.

7. The stock was sold in multiple transactions at the following prices: 50 shares at $77.41 and 400 shares at $77.49.

8. This option was previously reported as covering 300 shares at an exercise price of $62.75 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

9. This options was previously reported as covering 900 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

10. This option was previously reported as covering 10,000 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

11. This option was previously reported as covering 300 shares at an exercise price of $8.735 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

12. This option was previously reported as covering 5000 shares at an exercise price of $7.525 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

13. This option was previously reported as covering 900 shares at an exercise price of $19.9350 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

14. This option was previously reported as covering 5000 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.

15. This option was previously reported as covering 300 shares at an exercise price of $15.7188 per shares, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

Remarks:

	Liane K. Hinrichs, by power of attorney	06/08/2007
	** 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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