8-K

 
                       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:

                         McDERMOTT INTERNATIONAL, INC.


            (Exact name of registrant as specified in its charter)


     Republic of Panama              1-8430               72-0593134
(State or other jurisdiction      (Commission           (IRS Employer
  of incorporation)                 File No.)        Identification No.)


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

      Registrant's telephone number, including area code: (504) 587-5400



         ______________________________________________________________
         (Former name or former address, if changed since last report.)

 
Item 5.  Other Events.

            See the attached press release dated December 5, 1995.

 
                                   SIGNATURE


            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/ L. R. Purtell
                                  -----------------------------
                                  Name:  Lawrence R. Purtell
                                  Title: Senior Vice President

December 15, 1995

 
                                 EXHIBIT INDEX

  The following exhibit is attached hereto and incorporated herein by reference.

Exhibit
Number                                            Description
- ------                                            -----------

99.1                                  McDermott International, Inc.'s press
                                      release dated December 5, 1995.

EX-99.1

 
                                                                    EXHIBIT 99.1
FOR IMMEDIATE RELEASE

NEW ORLEANS--December 5, 1995                                             95-23

     McDermott International, Inc. (NYSE:MDR) announced today that its Board of
Directors adopted a new Stockholder Rights Plan to replace its existing plan
that will expire on December 30, 1995.  The new Stockholder Rights Plan, like
the existing plan, is designed to enhance the Board's ability to protect
stockholders against, among other things, unsolicited attempts to acquire
control of McDermott International that do not offer an adequate price to all
stockholders or are otherwise not in the best interests of McDermott
International and its stockholders.

     McDermott International said that the new Plan was not adopted in response
to any specific effort to acquire control of the Company, and it is not aware of
any such effort.

     After December 30, 1995, the rights issued pursuant to the Company's
current plan will cease to exist. Under the new Plan, each common stockholder at
the close of business on January 2, 1996 will receive a dividend of one right
for each share of Common Stock held. Each right entitles the holder to purchase
from the Company one one-hundredth of a share of a new series of participating
Preferred Stock at an initial purchase price of $50.00. The rights will become
exercisable and will detach from the Common Stock a specified period of time
after any person has become the beneficial owner of 15% or more of McDermott
International's Common Stock or commenced a tender or exchange offer which, if
consummated, would result in any person becoming the beneficial owner of 15% or
more of the Common Stock.

     If any person becomes the beneficial owner of 15% or more of McDermott
International's Common Stock, each right will entitle the holder, other than the
acquiring person, to purchase for the purchase price Common Stock of the Company
having a value of twice the purchase price.

     If, following an acquisition of 15% or more of the Company's Common Stock,
McDermott International is involved in certain mergers or other business
combinations or sells or transfers more than 50% of its assets or earning power,
each right will entitle the holder to purchase for the purchase price common
stock of the other party to such transaction having a value of twice the
purchase price.

     At any time after a person has acquired 15% or more (but before any person
has acquired more than 50%) of the Company's Common Stock, McDermott
International may exchange all or part of the rights for shares of Common Stock
at an exchange ratio of one share of Common Stock per right.

     McDermott International may redeem the rights at a price of $0.01 per right
at any time prior to a specified period of time

 
after a person has become the beneficial owner of 15% or more of its Common
Stock.  The rights will expire on January 2, 2006, unless earlier exchanged or
redeemed.

     Robert E. Howson, Chairman of the Board and Chief Executive Officer, said:
"The rights are intended to enable all McDermott International, Inc.
stockholders to realize the long-term value of their investment in the Company.
They would not prevent a takeover of McDermott International, Inc.  However, the
new rights plan should encourage anyone seeking to acquire McDermott
International, Inc. to negotiate with the Board prior to attempting a takeover."

     McDermott International, Inc. is a leading worldwide energy services
company.  The company and its subsidiaries manufacture steam-generating
equipment, environmental equipment, and products for the U.S. government.  They
also provide engineering and construction services for industrial, utility, and
hydrocarbon processing facilities, and for the shipbuilding industry.  Through
its majority ownership of J. Ray McDermott, S.A. (NYSE:JRM), McDermott
International also participates in offshore construction.

     For additional information please contact:
          Don Washington
          McDermott International, Inc.
          P. O. Box 6196l
          New Orleans, LA  70161-1961

          (504) 587-4080