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): February 1, 2005



                          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
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   (Address of principal executive offices)                    (Zip Code)


Registrant's Telephone Number, including Area Code:  (504) 587-5400
                                                     --------------

                    _________________________________________


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))

                    _________________________________________





Item 5.02    Election of Directors.


On February 4, 2005, McDermott International, Inc. ("McDermott") announced the
appointment of Roger A. Brown to its Board of Directors (the "Board"). Mr.
Brown's membership on the Board will be effective February 24, 2005. He will
serve as a member of the Compensation Committee and the Governance Committee of
the Board.


Item 9.01    Financial Statements and Exhibits.

     (c)   Exhibits

           99.1    Press Release dated February 4, 2005



                                   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




February 4, 2005

EX-99.1

                                                                    EXHIBIT 99.1

       Roger Brown Appointed to McDermott's Board of Directors

    NEW ORLEANS--(BUSINESS WIRE)--Feb. 4, 2005--McDermott
International, Inc. (NYSE:MDR) ("McDermott") announced today that
Roger A. Brown has been appointed to McDermott's board of directors,
effective Feb. 24, 2005. Mr. Brown will be a member of the
compensation committee and the governance committee.
    Brown, 60, currently serves as president of Smith Technologies, a
business unit of Smith International Inc. (NYSE:SII). Mr. Brown has
served in this role since July 1998. Before his current position,
Brown was president of Smith Diamond Technology since April 1995.
Earlier in his career, Brown served in a variety of leadership
positions at Camco International prior to its acquisition by
Schlumberger, including vice president of Reda Pump Company, president
of Hycalog, and as Camco's general counsel and corporate secretary.
Mr. Brown earned his bachelor's of science and doctorate of
jurisprudence degrees from The University of Oklahoma.
    "Roger Brown is a seasoned oilfield services executive with over
30 years of experience to draw upon," said Bruce W. Wilkinson,
chairman and chief executive officer of McDermott. "We welcome Roger
to McDermott's board of directors and look forward to his many
contributions."
    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.
             Jay Roueche, 281-870-5011
             jroueche@mcdermott.com
             www.mcdermott.com