Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEASON ROBERT A
   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)
Pres&COO-J. Ray McDermott, SA
(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/08/2006
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/08/2006   M   12,000 A $ 9.01 104,643 D  
Common Stock 05/08/2006   S   12,000 D (1) 92,643 D  
Common Stock 05/08/2006   M(2)   6,000 A $ 3.15 98,643 D  
Common Stock 05/08/2006   S(2)   6,000 D (3) 92,643 D  
Common Stock               1,979 (4) I 401(K) Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 9.01 05/08/2006   M     12,000   (5) 03/18/2014 Common Stock 12,000 $ 0 38,000 D  
Stock Options (Right to Buy) $ 3.15 05/08/2006   M(2)     6,000   (6) 04/02/2013 Common Stock 6,000 $ 0 34,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEASON ROBERT A
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079		       Pres&COO-J. Ray McDermott, SA  

Signatures

 Liane K. Hinrichs, Attorney-in-Fact   05/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The stock was sold in multiple transactions at the following prices: 400 shares @ $69.4728; 200 shares @ $69.50; 200 shares @ $69.51; 100 shares @ $69.52; 200 shares @ $69.544; 100 shares @ $69.57; 200 shares @ $69.6456; 200 shares @ $69.68; 400 shares @ $69.73; 200 shares @ $69.76; 200 shares @ $69.7614; 400 shares @ $69.78; 500 shares @ $69.81; 200 shares @ $69.82; 500 shares @ $69.84; 500 shares @ $69.85; 400 shares @ $69.86; 500 shares @ $69.88; 200 shares @ $69.8814; 500 shares @ $69.89; 400 shares @ $69.90; 200 shares @ $69.9042; 300 shares @ $69.92; 200 shares @ $69.931; 200 shares @ $69.95; 600 shares @ $69.96; 200 shares @ $69.9642; 400 shares @ $69.9742; 400 shares @ $69.98; 1000 shares @ $70; 400 shares @ $70.0012; 400 shares @ $70.01; 400 shares @ $70.0114; 200 shares @ $70.06; 300 shares @ $70.07; 200 shares @ $70.0784; and 100 shares @ $70.08.
(2) The sales and underlying exercise were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2005.
(3) The stock was sold in multiple transactions at the following prices: 100 shares at $70.48; 200 shares at $70.36; 200 shares at $70.28; 200 shares at $70.13; 200 shares at $70.05; 600 shares at $70.04; 200 shares at $70.02; 500 shares at $70.01; 600 shares at $70.00; 500 shares at $69.99; 200 shares at $69.95; 100 shares at $69.89; 100 shares at $69.88; 300 shares at $69.87; 100 shares at $69.86; 100 shares at $69.84; 100 shares at $69.83; 100 shares at $69.81; 200 shares at $69.77; 200 shares at $69.72; 200 shares at $69.71; 400 shares at $69.70; 100 shares at $69.68; 100 shares at $69.59; 100 shares at $69.57; 100 shares at $69.55; 100 shares at $69.48; and 100 shares at $69.33
(4) Based upon units held in 401K Plan and the fair market value of Common Stock as of 5/5/06.
(5) The options provided for vesting in three equal installments, on March 18, 2005, 2006 and 2007.
(6) The options provided for vesting in three equal installments, on April 2, 2004, 2005 and 2006.

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