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): August 14, 2008

McDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

_______________________________________________________

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     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2008, John T. Nesser III was selected to be Executive Vice President and Chief Operating Officer of one of our principal subsidiaries, J. Ray McDermott, S.A., effective October 1, 2008.  Mr. Nesser has served as our Executive Vice President, Chief Administrative and Legal Officer, but will be leaving that position to focus on his new duties with J. Ray McDermott.  A copy of the press release announcing Mr. Nesser’s appointment is attached as Exhibit 99.1.    

          In connection with his new role, Mr. Nesser was granted 20,930 shares of performance shares and 5,810 shares of restricted stock under our 2001 Directors and Officers Long-Term Incentive Plan.  Additionally, for the period October 1, 2008 to December 31, 2008, Mr. Nesser’s target opportunity for his 2008 bonus award under our Executive Incentive Compensation Plan will increase from 65% to 70% of his base salary focusing on the operating income results of J. Ray McDermott.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	99.1     Press Release dated August 14, 2008

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/Dennis S. Baldwin
		Dennis S. Baldwin
		Vice President and Chief Accounting Officer
August 20, 2008

EX-99.1

Exhibit 99.1

John T. Nesser, III Named Chief Operating Officer of J. Ray McDermott

HOUSTON--(BUSINESS WIRE)--McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced today that John T. Nesser, III has been elected Executive Vice President and Chief Operating Officer of the Company’s subsidiary, J. Ray McDermott, S.A. (“J. Ray”), effective October 1, 2008. In this newly created role, Nesser will be responsible for the oversight of all of McDermott’s Offshore Oil & Gas Construction segment’s global operations.

Nesser brings to his new role 35 years of experience, predominantly within the offshore oil and gas construction industry. He has served on the Board of Directors of J. Ray McDermott since January 2000 actively engaged in its strategy, operations and management, while simultaneously providing significant contributions to McDermott, including orchestrating the successful resolution of The Babcock & Wilcox Company’s six-year reorganization, all litigation in connection therewith, and actively participating in the resolution of the major operational and legal matters associated with the Company during the last ten years.

“We are indebted to John for his service to McDermott at the Corporate level,” said Bruce W. Wilkinson, Chairman of the Board and Chief Executive Officer of McDermott. “This move and alignment of the J. Ray organization strengthens its leadership team for the long term and fortifies our succession process.”

“I am pleased to have John bring his extensive knowledge and talents to J. Ray on a full-time, day-to-day basis,” said Bob Deason, President and Chief Executive Officer of J. Ray McDermott, S.A. “John has served on our board since my arrival and I’ve benefited from his insight, expertise and knowledge of the offshore construction industry. In this new role, he will be instrumental in ensuring continued operational excellence throughout our global business.”

Since joining McDermott in October 1998, Nesser has served the Company in roles of increasing responsibility. Most recently, Nesser served as McDermott’s Executive Vice President, Chief Administrative and Legal Officer, responsible for all administrative and legal functions of the Company, including human resources, administration, benefits, risk management, information technology and legal, since January 2007. Prior to his tenure with McDermott, Nesser served as a founding and managing partner of a New Orleans, LA energy-focused law firm founded in 1985.

McDermott is an engineering and construction company, with specialty manufacturing and service capabilities, focused on energy infrastructure. McDermott’s customers are predominantly utilities and other power generators, major and national oil companies, and the United States Government. With its global operations, McDermott operates in over 20 countries with more than 25,000 employees.

CONTACT:
McDermott International, Inc., Houston
Investor Relations & Corporate Communications
Jay Roueche or Robby Bellamy, 281-870-5011
www.mcdermott.com