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): October 29, 2007





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




  REPUBLIC OF PANAMA                001-08430                  72-0593134
--------------------------------------------------------------------------------
   (State or other                 (Commission               (IRS Employer
    jurisdiction                   File Number)            Identification No.)
  of incorporation)




  777 N. Eldridge Parkway, Houston, Texas                        77079
--------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)


Registrant's Telephone Number, including Area Code:  (281) 870-5901
                                                     --------------


--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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 1.01   Entry into a Material Definitive Agreement.

On October 29, 2007 BWX Technologies, Inc. entered into the fifth amendment (the
"Amendment") to its credit facility dated December 9, 2003 with a syndicate of
lenders arranged by Calyon New York Branch (as amended to date, the "BWXT Credit
Facility").

The Amendment provides for decreases in the applicable margins for revolving
loans and letters of credit, depending on BWXT's Leverage Ratio, as more fully
set forth in the BWXT Credit Facility.

The foregoing summary is qualified in its entirety by reference to the complete
text of the Amendment, which is attached as Exhibit 10.1 to this report and
incorporated by reference herein.

Item 2.03   Creation of a Direct Financial Obligation

The information provided under Item 1.01 above is incorporated by reference.

Item 9.01   Financial Statements and Exhibits.

      (d)   Exhibits.

      10.1  Fifth Amendment to Revolving Credit Agreement, dated as of October
            29, 2007, by and among BWX Technologies, Inc., BWXT Services, Inc.,
            BWXT Federal Services, Inc., the lenders referred to therein and
            Calyon New York Branch, as administrative agent.


                                   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 hereunto duly authorized.

                                     McDERMOTT INTERNATIONAL, INC.




                               By:   /s/Dennis S. Baldwin
                                     -------------------------------------------
                                     Dennis S. Baldwin
                                     Vice President and Chief Accounting Officer

November 1, 2007