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 15, 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 15, 2008, Bruce W. Wilkinson notified the Board of Directors (the “Board”) of his intention to resign as our Chairman of the Board and Chief Executive Officer and as a member of the Board, effective September 30, 2008.  Also on August 15, 2008 and effective October 1, 2008, the Board appointed John A. Fees as our Chief Executive Officer and as a member of our Board, and appointed Ronald C. Cambre, one of our current directors, as non-executive Chairman of the Board.  A copy of the press release announcing Mr. Wilkinson’s intended resignation and the appointment of Mr. Fees and Mr. Cambre is attached as Exhibit 99.1.

Mr. Fees is 51 years of age.  Since January 2007, he has served as the President and Chief Executive Officer of one of our principal subsidiaries, The Babcock and Wilcox Company, which position he will leave effective September 30, 2008 to assume his role as our Chief Executive Officer.  He also served as President and Chief Operating Officer of our subsidiary BWX Technologies, Inc. from September 2002 to January 2007 and as President and General Manager of one of BWX Technologies, Inc.’s subsidiaries from September 1997 to November 2002.  There is no family relationship between Mr. Fees and any of our directors or executive officers.  Additionally, Mr. Fees has no material interest in any current or pending transactions in which we or our subsidiaries participate.

In connection with Mr. Fees’ appointment as Chief Executive Officer, our Board approved compensation arrangements for Mr. Fees consisting of the following material terms:

(1)	An annual base salary of $750,000.
(2)	An equity award with a value of $3,490,733 composed of 25% restricted stock and 75% performance shares.
(3)	Continued eligibility for participation in our cash bonus plan, the Executive Incentive Compensation Plan, but for the period October 1, 2008 to December 31, 2008, at an increased target opportunity of 100% (up from 70%) of his base salary and with a focus on our consolidated operating income results.
(4)	Relocation assistance for his move to our headquarters in Houston, including temporary housing assistance and a car lease for up to 12 months.
(5)	Severance benefits entitling him to a payment equal to 12 months of his then current base salary in the event he is terminated without cause prior to December 31, 2008.

Mr. Cambre will receive a $100,000 retainer as additional compensation in connection with his appointment as Chairman of the Board.

Item 9.01     Financial Statements and Exhibits.

(d)      Exhibits

99.1       Press Release dated August 15, 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 21, 2008

EX-99.1

Exhibit 99.1

John Fees Named Chief Executive Officer of McDermott

HOUSTON--(BUSINESS WIRE)--McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced today that its Board of Directors has named John A. Fees as President and Chief Executive Officer of McDermott and appointed him to the Board of Directors, effective October 1, 2008. Fees will succeed Bruce W. Wilkinson, who will retire as Chairman and Chief Executive Officer on September 30, 2008. In a related move, effective October 1, 2008, Ronald C. Cambre will become McDermott’s non-executive Chairman of the Board.

John Fees is a 29-year veteran of McDermott, having started his career in 1979 in The Babcock & Wilcox Company (“B&W”). During his service with McDermott, Mr. Fees has also served as President of Diamond Power International, a subsidiary of B&W, and as President of BWX Technologies, Inc., the government nuclear operations of McDermott. He is currently President & Chief Executive Officer of B&W, which includes all of McDermott’s fossil and nuclear operations serving both commercial and government markets.

Mr. Fees earned a Bachelor of Science degree in industrial engineering and operations research from The University of Pittsburgh in 1979 and a Master of Science degree in Engineering Administration from George Washington University in 1983. Fees serves on the Board of Directors of the Nuclear Energy Institute, the National Association of Manufacturers, Centra Health, and he Chairs the United Way of Central Virginia.

Mr. Cambre, formerly the Chairman and Chief Executive Officer of Newmont Mining Corporation, has been a McDermott board member since 2001. He also serves on the Board of W.R. Grace & Company, Cleveland Cliffs, Inc., and several non-profit organizations. He earned a Bachelor of Science degree in chemical engineering from Louisiana State University and also attended the Harvard Business School Management Development Program.

Bruce Wilkinson, McDermott’s current Chairman and Chief Executive Officer, who in February 2008 announced his intention to retire, commented, “On behalf of the entire Board, I want to congratulate John on this well deserved promotion. We have a robust succession planning program within McDermott, and John’s appointment as CEO confirms it veracity.”

“I want to thank the Board for its confidence as expressed by this appointment,” said Fees. “McDermott is well-positioned in its engineering and construction services and products serving the major energy markets worldwide. We have an excellent management team, a clear vision for growth, and strong momentum. I am excited about the challenge of leading our Company in its next phase of growth.”

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.
Jay Roueche or Robby Bellamy, 281-870-5011
Investor Relations & Corporate Communications
www.mcdermott.com