8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
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FORM 8-K
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CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 17, 2011
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McDermott International, Inc.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA	001-08430	72-0593134
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s Telephone Number, including Area Code:  (281) 870-5900

777 N. Eldridge Parkway
Houston, Texas  77079
(281) 870-5901
(Former name or former address, if changed since last report)
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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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2011 the Board of Directors (the “Board”) of McDermott International, Inc. appointed Mary L. Shafer-Malicki as a member of the Board and as a member of the Compensation Committee and the Finance Committee of the Board.  

In accordance with our non-employee director compensation program, Ms. Shafer-Malicki will receive (1) an annual retainer of $45,000, payable quarterly in advance and (2) meeting fees of $2,500 for each Board meeting personally attended, $1,750 for each committee meeting personally attended and $1,000 for each Board and committee meeting attended by telephone.  In addition, Ms. Shafer-Malicki will receive a grant of restricted stock valued at approximately $23,808, which represents the prorated value of the annual stock grant awarded to non-employee directors in May of 2010 under our non-employee director compensation program.  This grant is expected to be made on the third trading day following the filing of our annual report on Form 10-K for the year ended December 31, 2010.

Ms. Shafer-Malicki does not have any interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between Ms. Shafer-Malicki and any other person pursuant to which she was appointed as a director.

A copy of our press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.    

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press Release dated February 17, 2011.

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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/Perry L. Elders
		Perry L. Elders
		Senior Vice President and Chief Financial Officer
February 24, 2011

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EX-99.1

Exhibit 99.1

McDermott Appoints Mary Shafer-Malicki to Board of Directors

HOUSTON--(BUSINESS WIRE)--February 17, 2011--McDermott International, Inc. (NYSE:MDR) ("McDermott" or the "Company") announced today that Mary Shafer-Malicki has been appointed to McDermott's Board of Directors, effective February 17, 2011. Ms. Shafer-Malicki will also serve the Company on its Finance and Compensation committees.

Ms. Shafer-Malicki retired from BP p.l.c. in 2009 following over 25 years of service with it and its predecessor company, Amoco. During her distinguished career, Ms. Shafer-Malicki held positions of increasing responsibility, culminating in senior executive leadership positions including Senior Vice President and Chief Executive Officer of BP Angola and Director General of BP Vietnam. Her experience is diverse and global, with past responsibility for operations, strategy, commercial, safety and supply chain management, as part of her assignments in North America, Netherlands, United Kingdom, West Africa and Vietnam.

Mary Shafer-Malicki graduated from Oklahoma State University with a Bachelor of Science degree in chemical engineering and also possesses a solid financial background. In addition to working with a number of non-profit organizations, she also serves on the Board of Directors of Ausenco Limited (ASX: AAX), an Australian company engaged in engineering design, project management, process controls and operations solutions to a variety of industries.

"We are pleased to welcome Mary to McDermott's Board of Directors," said Stephen M. Johnson, President & Chief Executive Officer of McDermott. "She is a true global executive with exceptional operational experience, and she will help bring the “customer’s perspective” to our deliberations. I look forward to working with Mary and to her many contributions to our Board."

About the Company

McDermott is a leading engineering, procurement, construction and installation (“EPCI”) company focused on executing complex offshore oil and gas projects worldwide. Providing fully integrated EPCI services for upstream field developments, the Company delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning. McDermott’s customers include national and major energy companies. Operating in more than 20 countries across the Atlantic, Middle East and Asia Pacific, the Company’s integrated resources include more than 16,000 employees and a diversified fleet of marine vessels, fabrication facilities and engineering offices. McDermott has served the energy industry since 1923. To learn more, please visit McDermott’s website on the Internet at www.mcdermott.com.

CONTACT:
McDermott International, Inc.
Investors, Analysts and Financial Media:
Jay Roueche, 281-870-5462
Vice President
jroueche@mcdermott.com
or
Robby Bellamy, 281-870-5165
Director
rbellamy@mcdermott.com
or
Trade and General Media:
Louise Denly, 281-870-5025
Director, Corporate Communications
ldenly@mcdermott.com