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 (Date of earliest event reported): November 1, 2004





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




    REPUBLIC OF PANAMA                001-08430           72-0593134
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(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
                                                     --------------

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02     Election of Directors.


On October 28, 2004, McDermott International, Inc. ("McDermott") announced the
appointment of Oliver D. Kingsley, Jr. to its Board of Directors (the "Board").
Mr. Kingsley's membership on the Board will be effective November 1, 2004. He
will serve as a member of the Compensation Committee and the Governance
Committee of the Board.


                                   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






November 1, 2004


                                       2

EX-99.1

                                                                    Exhibit 99.1

           Oliver Kingsley Appointed to McDermott's Board of Directors

    NEW ORLEANS, La.--(BUSINESS WIRE)--Oct. 28, 2004--McDermott
International Inc. (NYSE:MDR) ("McDermott") announced today that
Oliver D. Kingsley Jr. has been appointed to McDermott's board of
directors. He will be a member of the compensation committee and the
governance committee.
    Kingsley, 61, currently serves as president and chief operating
officer of Exelon Corporation (NYSE:EXC), a position he has held since
April 2003. He also served as president and chief executive officer of
Exelon's subsidiary, Exelon Generation. Kingsley announced his
intention earlier this year to retire from Exelon effective Nov. 1,
2004. During his extensive career in nuclear operations, Kingsley has
held leadership and executive positions with Exelon, Unicom (the
parent company of Commonwealth Edison), the Tennessee Valley
Authority, Middle South Utilities and the Southern Company. Kingsley
is known for his leadership of nuclear program turn-arounds, and for
instilling systems and processes that drive sustained performance. He
is an active leader in many nuclear industry organizations and has
been recognized with numerous awards including the Nuclear Excellence
Award, which Kingsley received in October 2003 from the World
Association of Nuclear Operators. He was also elected to membership in
the National Academy of Engineering in 2003. Mr. Kingsley earned his
bachelor's of science degree with honors in engineering physics from
Auburn University.
    "Oliver is an outstanding addition to McDermott's board of
directors," said Bruce W. Wilkinson, chairman and chief executive
officer of McDermott. "As a seasoned industry executive with 38 years
of utility and nuclear experience, I expect he will make immediate
contributions to our board and I look forward to working with him."
    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.



    CONTACT: McDermott International Inc., Houston
             Jay Roueche, 281-870-5011
             jroueche@mcdermott.com
             www.mcdermott.com