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: February 11, 2003





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




    REPUBLIC OF PANAMA                   1-8430              72-0593134
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(State or other jurisdiction          (Commission)         (IRS Employer
     of incorporation)                  File No.)          Identification No.)





1450 Poydras Street, New Orleans, Louisiana                        70112-6050
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 (Address of principal executive offices)                          (Zip Code)



Registrant's Telephone Number, including Area Code:  (504) 587-5400
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Item 5.           OTHER EVENTS

                  In a press release dated February 11, 2003, McDermott
International, Inc. (NYSE:MDR) ("McDermott" or the "Company") announced today
that it has entered into definitive agreements with its existing lenders
providing for a new credit facility ("Credit Facility") to replace its existing
J. Ray McDermott ("J. Ray") and McDermott and BWX Technologies ("BWXT") bank
credit facilities, which were scheduled to expire on February 21, 2003. The
Credit Facility initially provides for borrowings and issuances of letters of
credit in an aggregate amount of up to $180 million, with certain sublimits on
the amounts available to J. Ray and BWXT.

The Company also announced the early repayment of McDermott
Incorporated Series "A" Medium Term Notes ("MI Notes") in the amount
of $9.5 million, which were due in four tranches beginning June 26,
2003 through July 2, 2003. The repayment will be made today in the
form of an irrevocable deposit to the trustee for the MI Notes.

The existing $100 million McDermott and BWXT facility was canceled
resulting in the return to the Company of $105 million in cash
collateral which will be used, together with $10 million of McDermott
cash, to provide J. Ray and BWXT with intercompany loans in the amount
of $90 million and $25 million, respectively. J. Ray and BWXT will use
the proceeds from those intercompany loans for working capital needs
and general corporate purposes.

"This refinancing should provide adequate liquidity during the term of
the Credit Facility and ample time to develop a permanent capital
structure for the Company after the resolution of the Babcock & Wilcox
Chapter 11 proceedings," said Francis S. Kalman, Executive Vice
President and Chief Financial Officer of McDermott.

Terms of the Credit Facility include, among other things, the
following:


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    --  The Credit Facility is collateralized by McDermott
        Incorporated stock, J. Ray stock, J. Ray assets and various
        intercompany promissory notes.

    --  Effective May 13, 2003, the maximum amount available under the
        credit facility will be reduced from $180 million to $166.5
        million.

    --  Proceeds from the Credit Facility may be used by J. Ray and
        BWXT with sublimits for J. Ray of $100 million for letters of
        credit and $10 million for cash advances and for BWXT of $60
        million for letters of credit and $50 million for cash
        advances.

    --  Pricing for cash advances under the Credit Facility is prime
        plus 3% or Libor plus 4% for BWXT and prime plus 4% or Libor
        plus 5% for J. Ray.

    --  The Credit Facility is guaranteed by McDermott and by various
        subsidiaries of J. Ray.

    --  The Credit Facility is scheduled to expire on April 30, 2004.

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 facilities management services to a
variety of customers in the energy industry, 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 statement in this press
release includes the statement with respect to the Company's liquidity
and the time it will take to develop a permanent capital structure for
the Company. 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 2002.



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                                   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.






                           By:     /s/Thomas A. Henzler
                              --------------------------------------------
                                   Thomas A. Henzler
                                   Vice President Finance
                                   and Corporate Controller





February 11, 2003




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