EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Forms S-8 No. 2-83692, No. 33-16680, No. 33-51892, No. 33-51894, No. 33-63832,
No. 33-55341, No. 33-60499, No. 333-12531, No. 333-39087, and No. 333-39089) of
McDermott International, Inc. and the Registration Statement (Form S-3
No. 33-54940) of McDermott Incorporated and in the related Prospectuses of our
report dated May 19, 1998 with respect to the consolidated financial statements
of McDermott International, Inc. included in this Annual Report (Form 10-K) for
the year ended March 31, 1999.



                                         ERNST & YOUNG LLP



New Orleans, Louisiana
June 9, 1999