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 (date of earliest event reported): July 24, 1998

                         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



                                Not Applicable
      ------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

 
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     Upon the recommendation of the Registrant's Audit Committee, on July  24,
1998, the Registrant's Board of Directors  decided not to renew the engagement
of Ernst & Young LLP ("Ernst & Young") as the Registrant's principal accountant
and selected PricewaterhouseCoopers LLP ("Pricewaterhouse") as Ernst & Young's
replacement.

     During the Registrant's two most recently completed fiscal years and
current interim period, there have been no disagreements with Ernst & Young on
any matters of accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make a reference to the
subject matter of the disagreement in connection with its report.  Ernst &
Young's reports on the Company's financial statements for the past two years did
not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
The Registrant requested Ernst & Young to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements.  A copy of that letter dated July 29, 1998 is filed as Exhibit
16.1 to this Form 8-K.

     During the two most recent fiscal years and during the interim period prior
to engaging Pricewaterhouse, neither the Registrant nor anyone on its behalf
consulted with Pricewaterhouse regarding  the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's financial
statements, and neither a written report nor oral advice was provided to the
Registrant by Pricewaterhouse that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or financial
reporting issue.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit Number

16.1  Letter from Ernst & Young LLP dated July 29, 1998.

                                       2

 
                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                      McDERMOTT INTERNATIONAL, INC.     
                                                                               
                                                                               
                                                                               
                                      By: /s/ S. W. MURPHY
                                         ----------------------------------
                                      Name:  S. W. Murphy                     
                                      Title: Senior Vice President and        
                                             General Counsel and 
                                             Corporate Secretary 


Date:  July 30, 1998

                                       3

EX-16.1

 
EXHIBIT 16.1 TO FORM 8-K



July 29, 1998


Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549


Gentlemen:

We have read Item 4 of Form 8-K dated July 29, 1998 of McDermott International, 
Inc. and are in agreement with the statements contained in the second paragraph
on page 2 therein.  We have no basis to agree or disagree with other statements
of the registrant contained therein.



                                             ERNST & YOUNG LLP