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): December 29, 2005





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




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

                    _________________________________________

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 8.01  Other Events.

On December 29, 2005, McDermott International, Inc. issued a press release in
connection The Babcock & Wilcox Company Chapter 11 Joint Plan of Reorganization.
A copy of the press release is included as exhibit 99.1 to this report and is
incorporated by reference.


Item 9.01  Financial Statements and Exhibits.

     (c) Exhibits

         99.1    Press Release dated December 29, 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/ Michael S. Taff
                                       -----------------------------------------
                                         Michael S. Taff
                                         Chief Accounting Officer



December 29, 2005


                                       2

EX-99.1

                                                                    Exhibit 99.1

 McDermott Announces Bankruptcy Court Action on Babcock & Wilcox's
                   Chapter 11 Plan of Reorganization

    NEW ORLEANS--(BUSINESS WIRE)--Dec. 29, 2005--McDermott
International, Inc. (NYSE:MDR) ("McDermott") announces that on
December 28, 2005, the Honorable Judge Jerry A. Brown of the United
States Bankruptcy Court for the Eastern District of Louisiana issued
his findings of fact, conclusions of law and recommendation in favor
of confirmation of The Babcock & Wilcox Company ("B&W") Chapter 11
Joint Plan of Reorganization (the "Plan") and the associated proposed
settlement agreement contained therein. B&W, a wholly owned subsidiary
of McDermott, filed for Chapter 11 bankruptcy in New Orleans,
Louisiana on February 22, 2000 as a result of asbestos-related claims.
    As part of the confirmation process, agreements were reached with
all known objectors to the Plan, including those parties who had
objected to the previous B&W plan. One of the agreements reached
includes McDermott, B&W, Citgo Petroleum Corporation, PDV Midwest
Refining, L.L.C. and certain insurers as parties (the "Citgo
Settlement"). Under the Citgo Settlement, B&W will make a payment to
the plaintiffs of $7.5 million on the effective date of the Plan, the
parties agreed to limit B&W's maximum uninsured exposure to $50
million, in aggregate, and all claims against McDermott will be
released. To receive any monies beyond the $7.5 million payment, the
plaintiffs must obtain a judgment against B&W in excess of $250
million, and that excess amount must be completely uncollectible
against B&W's insurers and/or its insurance broker. Should such a
judgment be obtained but amounts are collected from B&W's insurers or
brokers in excess of $250 million, B&W will have the opportunity to
obtain reimbursement of up to $5 million of its first payment.
Therefore, the Citgo Settlement creates a range on the plaintiffs'
claims against B&W, with a minimum cost to B&W of $2.5 million, while
limiting the maximum total uninsured exposure to $50 million.
    The Plan will now proceed to the Honorable Judge Sarah S. Vance of
the United States District Court for the Eastern District of
Louisiana. Judge Vance is expected to review Judge Brown's findings,
conclusions and recommendation to confirm the Plan and, after
completing her review, issue an order granting or denying confirmation
of the Plan.
    Effective February 22, 2000, B&W was deconsolidated from
McDermott's reported financial statements. During the 2002 fiscal
year, McDermott wrote-off its remaining investment in B&W. On August
29, 2005, B&W, McDermott, the Asbestos Claimants Committee and the
Future Asbestos-Related Claimants' Representative reached in agreement
in principle on the terms of the currently proposed Plan and
associated settlement. B&W has accrued in its financial statements the
anticipated liability associated with implementing the Plan. In
addition to obtaining a final court ruling confirming the Plan, the
settlement requires McDermott's shareholder approval, exit financing
for B&W and the completion of certain other conditions in order for
the currently proposed settlement to become effective by February 22,
2006, the effective date deadline under the Plan. During the
confirmation hearing, it was noted that all claimant classes have
voted in favor of the Plan in sufficient numbers to support
confirmation.

    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 McDermott's actual results of operations. The
forward-looking statements in this press release include, among other
things, the statements about the anticipated proceedings before the
U.S. District Court. 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 based on
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, 2004 and its 2005 quarterly reports filed with the
Securities and Exchange Commission.

    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. Additional information on
McDermott can be obtained at www.mcdermott.com.

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