EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 2002, except for the
subsequent events described in Note 22, which is as of March 18, 2002, relating
to the consolidated financial statements of McDermott International, Inc., which
appears in McDermott International, Inc.'s (the "Company") Annual Report on Form
10-K for the year ended December 31, 2001. We also consent to the incorporation
by reference of our report dated February 22, 2002, except for the subsequent
events described in Note 4, which is as of April 5, 2002, relating to the
financial statement schedules of McDermott International, Inc., which appears in
the Company's Annual Report on Form 10-K, as amended by Form 10K/A. We also
consent to the incorporation by reference of our report (which includes a
qualification regarding the ability to continue as a going concern) dated
February 22, 2002, except for the subsequent events described in Note 16, which
is as of March 18, 2002, relating to the consolidated financial statements of
The Babcock & Wilcox Company (Debtor in Possession) which appears as an exhibit
in the Company's Annual Report on Form 10-K for the year ended December 31,
2001.



/s/ PricewaterhouseCoopers LLP



New Orleans, Louisiana
August 8, 2002


16