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): April 1, 2009

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.

Stephen M. Johnson has been appointed our President and Chief Operating Officer, effective April 1, 2009.  A copy of the press release announcing Mr. Johnson’s appointment is furnished as Exhibit 99.1.

Mr. Johnson, age 57, was previously employed with Washington Group International, Inc. from 2001 to 2008, most recently as Senior Executive Vice President and Member of the Office of the Chairman.  There is no family relationship between Mr. Johnson and any of our directors or executive officers.  Additionally, Mr. Johnson has no material interest in any current or pending transactions in which we or our subsidiaries participate.

In connection with Mr. Johnson’s appointment, his compensation arrangement consists of the following principal terms:

(1)       An annual base salary of $750,000.

(2)       An equity award with a value of $3,000,000 composed of 40% stock options, 40% restricted stock units and 20% performance shares.

(3)       Eligibility for participation in our cash bonus plan, the Executive Incentive Compensation Plan, at a target award equal to 85% of his annual base salary.       

(4)       Offered a Change-in-Control agreement on terms approved by the Compensation Committee.

(5)       Relocation assistance for his move to our headquarters in Houston, including temporary housing and travel assistance for up to 12 months.

(6)       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, 2009.

Item 9.01     Financial Statements and Exhibits.

(d)      Exhibits

99.1       Press Release dated April 1, 2009

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
April 1, 2009

EX-99.1

Exhibit 99.1

McDermott Names Stephen M. Johnson as President and Chief Operating Officer

HOUSTON--(BUSINESS WIRE)--April 1, 2009--McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced today that Stephen M. Johnson has joined the Company as President and Chief Operating Officer. In this role, Johnson will hold primary responsibility for directing the day-to-day operations, implementation of the strategic objectives and the R&D/technological initiatives for the Company and its operating subsidiaries. Johnson will report directly to John A. Fees, McDermott’s Chief Executive Officer.

“I have known Steve for a number of years and we are pleased to welcome him to McDermott and the leadership team,” said John A. Fees, Chief Executive Officer of the Company. “Steve brings to the Company a strong engineering and construction background with substantial experience in the energy industries we serve, including oil & gas, fossil and nuclear power, and the U.S. Department of Energy. His addition to our executive ranks adds a hands-on operations executive and further expands our succession planning alternatives.”

Steve Johnson is an industry veteran, with 35 years of experience in roles of increasing responsibility in the engineering and construction industry. Most recently, Johnson served as Senior Executive Vice President and Member, Office of the Chairman at Washington Group International (“WGI”), prior to its sale to URS Corporation. In this role, Johnson was an integral member of the WGI-team responsible for that company’s overall strategic direction, operations and financial results. Prior to joining WGI in 2001, Steve Johnson spent 28 years with Fluor Corporation in both U.S. and international assignments, during a career that progressed from project assignments, sales and marketing, business unit management to corporate executive management.

“Throughout my career, McDermott has consistently been viewed as a formidable competitor, valuable partner and respected industry peer, so I am delighted to now join the Company in this capacity,” said Johnson commenting on his new role. “My objectives are to build upon the Company’s operational history of safe and ethical performance, superior execution, financial growth and development of outstanding talent.”

Mr. Johnson earned a Bachelor of Science degree in engineering from Texas A&M University in 1973, and is a licensed Professional Engineer in the state of Texas. He also completed executive education in management and finance at Duke University. Johnson serves on the Board of Directors for the Western Region of the Boy Scouts of America, and he formerly served on the Board of Directors of the National Association of Manufacturers and the Business Council for International Understanding.

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