EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 2004, relating to the
consolidated financial statements of McDermott International, Inc., which
appears in McDermott International, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2003. We also consent to the incorporation by reference
of our report dated March 15, 2004, relating to the financial statement
schedules of McDermott International, Inc., which appears in McDermott
International, Inc.'s Annual Report on Form 10-K, as amended by Form 10K/A.

/s/ PricewaterhouseCoopers LLP
New Orleans, Louisiana
December 1, 2004