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 22, 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
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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 1.01     Entry Into a Material Definitive Agreement

      The Compensation Committee of the Board of Directors of the Company
administers the Executive Incentive Compensation Plan ("EICP"), a cash bonus
plan under which a number of employees and executive officers participate. The
bonus paid under the EICP is based principally on the business and individual
performance, however, the Compensation Committee may authorize additional
payments to recognize exemplary accomplishments in any year. Under the EICP, the
Compensation Committee establishes annual target awards, expressed as a
percentage of the participant's annual base salary, as well as weighted business
plan and individual goals. On February 22, 2005, the Compensation Committee set
specific target awards and performance goals for several executive officers
including, Bruce Wilkinson, Robert Deason, John Fees and Frank Kalman.

      For the year ending December 31, 2005, the target awards for these
executive officers are as follows:

- --------------------------------------- ------------------------------------
Name of Executive Officer               Target Award (percentage of
                                        2005 base salary)
- --------------------------------------- ------------------------------------
Bruce W. Wilkinson                      80%
- --------------------------------------- ------------------------------------
Robert A. Deason                        65%
- --------------------------------------- ------------------------------------
John A. Fees                            65%
- --------------------------------------- ------------------------------------
Francis S. Kalman                       55%
- --------------------------------------- ------------------------------------

      Additionally, the Committee established minimum, target and maximum bonus
levels based upon operating income as business plan goals for the purposes of
determining final award payout. The bonus levels for each of these executive
officers are based upon the sum of the Company's three principal operating
groups' combined operating income. The business plan goals for Mr. Deason and
Mr. Fees also include separate operating income goals for J. Ray McDermott, S.A.
and BWX Technologies, Inc., respectively.

      Finally, the individual goals for these executive officers include (1)
targeted levels of company-wide or applicable operating group safety cost
severity index averages at levels deemed appropriate to the Compensation
Committee; (2) the effectiveness of applicable internal controls over financial
reporting and, for Mr. Fees, (3) developing a plan to reduce the cost of the
pension plan applicable to BWX Technologies, Inc.


                                   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 28, 2005