10-K/A

 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-K/A-2


(Mark One)
 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                    For the fiscal year ended March 31, 1998
                                       OR
 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _____________________ to ____________________

                         Commission File Number 1-8430

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

        REPUBLIC OF PANAMA                     72-0593134

(State or Other Jurisdiction of              (I.R.S. Employer
 Incorporation or Organization)             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

          Securities Registered Pursuant to Section 12(b) of the Act:

                                               Name of each Exchange
      Title of each class                       on which registered
      -------------------                      ----------------------
 Common Stock, $1.00 par value                 New York Stock Exchange

 Rights to Purchase Preferred Stock            New York Stock Exchange
 (Currently Traded with Common Stock)

       Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  YES    [ X ]  NO  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.       [   ]

The aggregate market value of voting Common Stock held by non-affiliates of the
registrant was $2,628,588,072 as of May 14, 1998.

The number of shares outstanding of the Company's Common Stock at May 14, 1998
was 60,710,803.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
in connection with the Company's 1998 Annual Meeting of Stockholders are
incorporated by reference into Part III hereof.

 
                                 EXHIBIT INDEX

   Exhibit
   Number
   ------
 
    27.3      Financial Data Schedule - 3rd Quarter

                                       i

EX-27.3

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MCDERMOTT
INTERNATIONAL'S DECEMBER 31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS


<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-END>                               DEC-31-1997
<CASH>                                         653,622
<SECURITIES>                                       131
<RECEIVABLES>                                  566,902
<ALLOWANCES>                                   107,292
<INVENTORY>                                    340,106
<CURRENT-ASSETS>                             1,971,370
<PP&E>                                       1,746,442
<DEPRECIATION>                               1,191,007
<TOTAL-ASSETS>                               4,572,430
<CURRENT-LIABILITIES>                        1,501,438
<BONDS>                                        623,152
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                      2,875
<COMMON>                                        56,186
<OTHER-SE>                                     601,732
<TOTAL-LIABILITY-AND-EQUITY>                 4,572,430
<SALES>                                      2,749,873
<TOTAL-REVENUES>                             2,749,873
<CGS>                                        2,587,789
<TOTAL-COSTS>                                2,587,789
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              63,121
<INCOME-PRETAX>                                268,212
<INCOME-TAX>                                    69,199
<INCOME-CONTINUING>                            199,013
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   199,013
<EPS-PRIMARY>                                     3.49
<EPS-DILUTED>                                     3.21