SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

                                                                                 
               PANAMA                                                                       72-0593134
(State of incorporation or organization)                                            (I.R.S. Employer I.D. No.)


         1450 Poydras Street
        New Orleans, Lousiana                                                                  70161
(Address of principal executive offices)                                                    (Zip Code)




        Securities to be registered pursuant to Section 12(b) of the Act:



      Title of each class                        Name of each exchange on which
      to be so registered                        each class is to be registered
      -------------------                        ------------------------------

RIGHTS TO PURCHASE PREFERRED STOCK               NEW YORK STOCK EXCHANGE, INC.


         If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]

         If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]

         Securities Act registration statement file number to which this form
relates: not applicable.

        Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)



ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                  On October 17, 2001, the Board of Directors of McDermott
International, Inc. (the "Company") declared a dividend of one right ("Right")
for each outstanding share of the Company's Common Stock, par value $1 per share
("Common Stock"), to stockholders of record at the close of business on November
1, 2001. Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-thousandth of a share (a "Fractional Share") of
Series D Participating Preferred Stock, par value $1 per share (the "Preferred
Stock"), at a purchase price of $35 per Fractional Share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set forth in
a Rights Agreement dated as of October 17, 2001 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
EquiServe Trust Company, N.A., as Rights Agent.

                  Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the date of
the announcement being the "Stock Acquisition Date") or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. In certain circumstances, the
Distribution Date may be deferred by the Board of Directors. Certain inadvertent
acquisitions will not result in a person's becoming an Acquiring Person if the
person promptly divests itself of sufficient Common Stock. If at the time of the
adoption of the Rights Agreement, any person or group of affiliated or
associated persons is the beneficial owner of 15% or more of the outstanding
shares of Common Stock, such person shall not become an Acquiring Person unless
and until certain increases in such person's beneficial ownership occur or are
deemed to occur. Until the Distribution Date, (a) the Rights will be evidenced
by the Common Stock certificates (together with a copy of a Summary of Rights or
bearing the notation referred to below) and will be transferred with and only
with such Common Stock certificates, (b) new Common Stock certificates issued
after November 1, 2001 will contain a notation incorporating the Rights
Agreement by reference and (c) the surrender for transfer of any certificate for
Common Stock (with or without a copy of a Summary of Rights) will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.

                  The Rights are not exercisable until the Distribution Date and
will expire at the close of business on November 1, 2006, unless earlier
redeemed or exchanged by the Company as described below.

                  As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with



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Rights. Except as otherwise determined by the Board of Directors, no other
shares of Common Stock issued after the Distribution Date will be issued with
Rights.

                  In the event (a "Flip-In Event") that a person becomes an
Acquiring Person (except pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms that a majority of
the independent directors of the Company determines to be fair to and otherwise
in the best interests of the Company and its stockholders (a "Permitted
Offer")), each holder of a Right will thereafter have the right to receive, upon
exercise of such Right, a number of shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
Current Market Price (as defined in the Rights Agreement) equal to two times the
exercise price of the Right. Notwithstanding the foregoing, following the
occurrence of any Triggering Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by or
transferred to an Acquiring Person (or by certain related parties) will be null
and void in the circumstances set forth in the Rights Agreement. However, Rights
are not exercisable following the occurrence of any Flip-In Event until such
time as the Rights are no longer redeemable by the Company as set forth below.

                  In the event (a "Flip-Over Event") that, at any time from and
after the time an Acquiring Person becomes such, (i) the Company is acquired in
a merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer) or (ii) 50% or more of the Company's assets, cash
flow or earning power is sold or transferred, each holder of a Right (except
Rights that are voided as set forth above) shall thereafter have the right to
receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right. Flip-In Events and Flip-Over Events are collectively referred to as
"Triggering Events."

                  The number of outstanding Rights associated with a share of
Common Stock, or the number of Fractional Shares of Preferred Stock issuable
upon exercise of a Right and the Purchase Price, are subject to adjustment in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock occurring prior to the Distribution Date.
The Purchase Price payable, and the number of Fractional Shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event of
certain transactions affecting the Preferred Stock.

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock that are not integral
multiples of a Fractional Share are required to be issued upon exercise of
Rights and, in lieu thereof, an adjustment in cash may be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise. Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.

                  At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock



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or such other consideration as the Board of Directors may determine. After a
person becomes an Acquiring Person, the right of redemption is subject to
certain limitations set forth in the Rights Agreement. Immediately upon the
effectiveness of the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price. The Rights Plan does not prevent a
stockholder from conducting a proxy contest to remove and replace the Board with
directors who then vote to redeem the Rights, if such actions are taken prior to
the time that such stockholder becomes an Acquiring Person.

                  At the 2002 Annual Meeting of the Company, the Board of
Directors will propose as a resolution that the Rights Agreement be continued in
accordance with its terms. If the holders of the majority of the voting power of
the shares of the outstanding capital present, in person or by proxy, at such
meeting and entitled to vote and actually voting on such matter vote against
such resolution, then the Board of Directors will promptly take action to redeem
or otherwise terminate the Rights Agreement; provided, however, that no such
action by the Board of Directors shall be required if, following the date of
this Agreement, a Person has made a proposal to acquire or disclosed plans to
acquire (i) the Company, (ii) a significant portion of the assets, cash flow or
earnings power of the Company and its subsidiaries taken as a whole or (iii) a
number of shares of Common Stock that would result in such Person becoming an
Acquiring Person.

                  At any time after the occurrence of a Flip-In Event and prior
to a person's becoming the beneficial owner of 50% or more of the shares of
Common Stock then outstanding or the occurrence of a Flip-Over Event, the
Company may exchange the Rights (other than Rights owned by an Acquiring Person
or an affiliate or an associate of an Acquiring Person, which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
and/or other equity securities deemed to have the same value as one share of
Common Stock, per Right, subject to adjustment.

                  Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
should not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for the common stock of the acquiring company as set forth above or
are exchanged as provided in the preceding paragraph.

                  Other than the redemption price, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company as long
as the Rights are redeemable. Thereafter, the provisions of the Rights Agreement
other than the redemption price may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at such time as the
Rights are not redeemable.




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                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to this Registration Statement
on Form 8-A. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.

ITEM 2.          EXHIBITS.

1.       Rights Agreement dated as of October 17, 2001 between McDermott
         International, Inc. and EquiServe Trust Company, N.A., as Rights Agent,
         which includes as Exhibit A the form of Certificate of Designation of
         Series D Junior Participating Preferred Stock setting forth the terms
         of the Preferred Stock, as Exhibit B the form of Rights Certificate and
         as Exhibit C the Summary of Rights to Purchase Preferred Stock.
         (Incorporated by reference to Exhibit 1 to the Company's Current Report
         on Form 8-K dated October 17, 2001 (File No. 1-8430).) Pursuant to the
         Rights Agreement, Rights Certificates will not be mailed until after
         the Distribution Date (as defined in the Rights Agreement).




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                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                           MCDERMOTT INTERNATIONAL, INC.




Date:  October 17, 2001                    By: /s/ BRUCE W. WILKINSON
                                              ----------------------------------
                                              Bruce W. Wilkinson
                                              Chairman of the Board and
                                                Chief Executive Officer




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