SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NESSER JOHN T III

(Last)

(First)

(Middle)

C/O MCDERMOTT INTERNATIONAL, INC.

777 N. ELDRIDGE PARKWAY

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2006		M		25,000	A	$6.2708	198,941	D
Common Stock	08/10/2006		S		25,000	D	⁽¹⁾	173,941	D
Common Stock								6,725⁽²⁾	I	401(K) Shares

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$6.2708⁽³⁾	08/10/2006		M			25,000⁽³⁾	⁽⁴⁾	03/20/2010	Common Stock	25,000⁽³⁾	$0	29,150⁽³⁾	D

Explanation of Responses:

1. The stock was sold in multiple transactions at the following prices: 3200 shares @ $48.00; 1000 shares @ $48.01; 300 shares @ $48.02; 100 shares @ $48.03; 200 shares @ $48.04; 500 shares @ $48.05; 1000 shares @ $48.06; 700 shares @ $48.07; 200 shares @ $48.08; 1500 shares @ $48.09; 1600 shares @ $48.10; 400 shares @ $48.11; 500 shares @ $48.12; 2700 shares @ $48.13; 500 shares @ $48.14; 300 shares @ $48.15; 400 shares @ $48.16; 100 shares @ $48.17; 1100 shares @ $48.19; 200 shares @ $48.20; 600 shares @ $48.21; 900 shares @ $48.22; 1000 shares @ $48.23; 700 shares @ $48.24; 200 shares @ $48.25; 300 shares @ $48.26; 200 shares @ $48.28; 3900 shares @ $48.29; 200 shares @ $48.30; 100 shares @ $48.32; 200 shares @ $48.33; and 200 shares @ $48.34.

2. Based upon units held in 401K Plan and the fair market value of Common Stock as of August 9, 2006.

3. This option was previously reported as covering 36,100 shares at an exercise price of $9.4063 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

4. The options provided for vesting in three equal installments, on March 20, 2001, 2002 and 2003.

Remarks:

	Liane K. Hinrichs, Attorney-in-Fact	08/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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