Exhibit 10.1

                      NON-MANAGEMENT DIRECTOR GRANT LETTER


                                     [date]


PERSONAL & CONFIDENTIAL

Mr. ______________________ Board of Directors McDermott International, Inc.

RE:  RESTRICTED STOCK
     ----------------

Dear Mr. _____:

I am pleased to advise you that on _______, (the "Grant Date") the Compensation
Committee of the Board of Directors (the "Committee") of McDermott
International, Inc. (the "Company") selected you to receive a grant (the
"Grant") of restricted stock under the amended and restated 2001 Directors and
Officers Long-Term Incentive Plan (the "Plan"). A copy of the Plan is attached
for your reference. Restrictions on the stock award will be removed on your
"Vesting Date", which will be the Grant Date.

Restricted Stock Award. On the Grant Date, you will have the right to be issued
the number of shares of Common Stock of the Company as shown above. Certificates
evidencing such shares will be issued to you in your name, subject to the terms
and conditions of the Plan.

Tax Consequences. The Company has been advised that for U.S. federal income tax
purposes, in the opinion of counsel, as of the Grant Date, you will be deemed to
have received compensation taxable as ordinary income equal to the fair market
value of the shares on the Grant Date.

Securities and Exchange Commission Requirements. Since you are a Section 16
insider, this type of transaction must be reported on a Form 4 before the end of
the second (2nd) business day following the Grant Date. Please be aware that if
you are going to reject the Grant, you should do so immediately after the Grant
Date to avoid potential Section 16 liability. Please advise Kathy Peres and
Renee Hack immediately by e-mail, fax or telephone call if you intend to reject
this grant.

Absent such notice of rejection, we will prepare and file the required Form 4 on
your behalf within the required two business day deadline.

If Section 16 applies to you, you are also subject to Rule 144. This Rule is
applicable only when the shares are sold, so you need not take any action under
Rule 144 at this time.


Other Information. If you have any questions concerning the aforementioned,
please do not hesitate to contact L. J. Sannino at 281/870-5016.

Please acknowledge receipt and acceptance of all of the aforesaid by signing
both this letter and the enclosed copy thereof and returning such signed copy to
the Company at 777 N. Eldridge Parkway, Houston, Texas 77079, attention of L. J.
Sannino, and marked "Personal and Confidential" within sixty (60) days from the
date hereof.

                                            Very truly yours,

                                            McDERMOTT INTERNATIONAL, INC.


                                            B. W. Wilkinson
                                            Chairman of the Board

ACCEPTED:




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Name                                              Date