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: August 10, 2004





                          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 No.)               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 August 10, 2004 McDermott International, Inc. issued a press
           release announcing J. Ray McDermott Receives Commitment Letter for a
           $25 million LC Facility. A copy of the press release is attached as
           Exhibit 99.1, and the information contained in Exhibit 99.1 is
           incorporated by reference.





                                   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/Keith G. Robinson
                                     ---------------------------------
                                        Keith G. Robinson
                                        Corporate Controller





August 10, 2004



                                       2

EX-99.1

                                                                  EXHIBIT 99.1

J. Ray McDermott Receives Commitment Letter for a $25 Million LC
Facility

    HOUSTON--(BUSINESS WIRE)--Aug. 10, 2004--McDermott International
Inc. ("McDermott") (NYSE:MDR) announced today that one of its
subsidiaries, J. Ray McDermott, S.A. ("J. Ray"), has received and
signed a commitment letter for a new $25 million letter-of-credit
facility (the "facility") arranged by Morgan Stanley.
    "Although we recently determined a larger letter-of-credit
facility was no longer necessary at J. Ray because of the improving
liquidity profile and having no immediate planned use of proceeds, we
believe that this smaller facility will provide J. Ray with sufficient
additional capacity should it be needed," said Frank Kalman, executive
vice president and chief financial officer of McDermott. "We
appreciate Morgan Stanley's confidence in J. Ray's turnaround, and are
looking forward to closing the transaction on the agreed terms in the
near future."
    According to the commitment agreement, the term of the facility
will be 36 months with an optional redemption by J. Ray after 18
months. In addition, the commitment has no financial covenants. Liens
will be placed on certain J. Ray assets including its domestic
accounts receivable and the DB26 vessel. The remaining terms and
conditions are similar to those in J. Ray's senior, secured notes
issued in 2003.
    In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, McDermott cautions that
statements in this press release, which are forward-looking and
provide other than historical information, involve risks and
uncertainties that may impact the Company's actual results of
operations. These forward-looking statements include our expectations
regarding completion of the $25 million letter-of-credit facility and
comments and statements regarding J. Ray's liquidity and turnaround.
Although we believe that the expectations reflected in those
forward-looking statements are reasonable, we 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 for the year ended December 31, 2003 and its 2004
quarterly reports filed with the Securities and Exchange Commission.

    CONTACT: McDermott International Inc., Houston
             Jay Roueche, 281-870-5462
             jroueche@mcdermott.com