8-K

                                  UNITED STATES
                       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: October 3, 2002



                          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 Number            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




ITEM 5.  OTHER EVENTS

         On October 3, 2002, McDermott International, Inc. announced its revised
2002 earnings outlook and set the date for its third quarter earnings release
and related conference call. The information set forth in McDermott's October 3,
2002 press release, a copy of which is included as Exhibit 99.1 to this report,
is incorporated into this report by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)   Exhibits

               99.1     Press release issued by McDermott on October 3, 2002.




                                   SIGNATURES

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


                                           McDERMOTT INTERNATIONAL INC

Date: October 3, 2002                      By:  /s/ THOMAS A. HENZLER
                                              ----------------------------------
                                               Thomas A. Henzler
                                               Vice President Finance and
                                               Corporate Controller







                                INDEX TO EXHIBITS





EXHIBIT
NUMBER          DESCRIPTION
- ------          -----------
             
99.1            Press release issued by McDermott on October 3, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

    McDERMONTT INTERNATIONAL, INC.
================================================================================

    NEWS RELEASE

================================================================================

FOR IMMEDIATE RELEASE
02-24
NEW ORLEANS, LA - OCTOBER 3, 2002

     MCDERMOTT REVISES 2002 EARNINGS OUTLOOK AND SETS DATE FOR THIRD QUARTER
                      EARNINGS RELEASE AND CONFERENCE CALL

         McDermott International, Inc. ("McDermott") expects to report a loss
for the quarter ended September 30, 2002 of approximately $0.71 per diluted
share, due primarily to additional cost overruns, schedule delays and higher
than expected forecasted costs to complete the three EPIC Spar projects at J.
Ray McDermott. The expected loss includes the gain on the sale of Hudson
Products Company ("HPC") of $0.17 per diluted share which was sold in July 2002.

         As such, McDermott is revising its guidance for the full year of 2002
from a range of $3.50 to $3.60 loss per diluted share to a loss of approximately
$4.50 per diluted share. Excluding (1) the write-off of McDermott's investment
in The Babcock & Wilcox Company of $3.58 per diluted share and the impairment of
McDermott's investment in an Indian joint venture of $0.05 per diluted share
both of which were recorded in the second quarter and (2) the gain on the sale
of HPC, the Company expects a loss of approximately $1.05 per diluted share for
the full year of 2002.

         At August 31, 2002, the Medusa EPIC Spar project was approximately 83%
complete compared to a forecasted percent complete of approximately 94%.
Slippage in the fabrication schedule, lower than expected productivity and a
greater amount of out-of-sequence work resulted in additional cost overruns for
the spar hull and the topsides as well as higher forecasted costs to complete
the project. Included in the forecast are costs associated with the potential
for additional delays as a result of seasonally bad weather in the Gulf of
Mexico during the rescheduled installation date which now extends into the first
quarter of 2003.

         The Devils Tower EPIC Spar project was approximately 63% complete at
the end of August 2002, compared to a forecasted percent complete of
approximately 66%. The additional man-hours associated with completion of the
Medusa spar hull and topsides have now been factored into the current forecast
for the Devils Tower project. Since the project is now in a loss position, all
estimated future costs to complete will be recorded in the third quarter 2002.
The Company had previously recognized approximately $8 million of operating
income on this project, which will be reversed in the third quarter of 2002.

         At August 31, 2002, the third EPIC Spar project, Front Runner, was
approximately 16% complete. At June 30, 2002, McDermott forecasted that this
project would be marginally profitable at completion. As a result of changes in
estimates of man-hours based on the experience derived from the Medusa and
Devils Tower Epic Spar projects, McDermott now expects that this project will
also be in a loss position. McDermott has not recorded any profit on this
project to date.

         "While we believed that we had previously identified all of the major
costs associated with completion of these projects, we now have a clearer
picture of the amount of time and costs it will take to complete them.
Compounding these issues are the additional expenses associated with schedule
delays on Medusa and Devils Tower. Using the lessons learned on the first two
spar projects, we are examining alternatives for the completion of Front
Runner," said Bruce W. Wilkinson, Chairman and Chief Executive Officer of
McDermott International.

         "We plan to continue our focus on the deepwater market and to further
develop our spar technology, but we will not accept EPIC contracts that place a
disproportionate amount of risk on the contractor without appropriate monetary
incentives. While we continue our search for a President for J. Ray, we intend
to review and adjust J. Ray's operating cost structure," Wilkinson said.

         "With respect to the B&W Chapter 11, we are working diligently with the
representatives of the present and future asbestos claimants in the Chapter 11
proceedings to meet the November 19, 2002 deadline set by the Bankruptcy Court
for the filing of a consensual plan of reorganization," continued Wilkinson.

         McDermott plans to release third quarter earnings after the close of
the market on November 6, 2002. The Company plans to hold a conference call and
webcast on November 7, 2002 at 9:00 a.m. central time to discuss the third
quarter results and the issues described above relating to the three EPIC Spar
projects.

         McDermott International, Inc. is a leading worldwide energy services
company. The company's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety of customers in
the energy and power industries, including the U.S. Department of Energy.

         In accordance with the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995, McDermott International, Inc. cautions that
statements in this press release which are forward-looking and which provide
other than historical information, involve risks and uncertainties that may
impact the Company's actual results of operations. The forward-looking
statements in this press release include statements about the projected losses
in the third quarter of 2002 and for the full year of 2002 and the percentage
completion of the three EPIC Spar projects discussed above. Although McDermott's
management believes that the expectations reflected in those forward-looking
statements are reasonable, McDermott can give no assurance that those
expectations will prove to have been correct. Those statements are made by using
various underlying assumptions and are subject to numerous uncertainties and
risks. If one or more of these risks materialize, or if underlying assumptions
prove incorrect, actual results may




vary materially from those expected. For a more complete discussion of these
risk factors, please see McDermott's annual report on Form 10-K for the year
ended December 31, 2001 and its quarterly reports on Form 10-Q for the periods
ended March 31, 2002 and June 30, 2002.

                                      -xxx-

CONTACT:   Gay Stanley Mayeux
           Director, Investor Relations & Corporate Communications
           (281) 870-5011
           gmayeux@mcdermott.com