1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              F O R M  1 0 - K/A-1


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934 (FEE REQUIRED)
                    For the fiscal year ended March 31, 1996
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the transition period from _____________________ to ____________________

Commission File Number 1-8430

                         McDERMOTT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           REPUBLIC OF PANAMA                                    72-0593134
- --------------------------------------------------------------------------------
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)
                                                              
           1450 POYDRAS STREET                                
         NEW ORLEANS, LOUISIANA                                  70112-6050
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

       Registrant's Telephone Number, including area code (504) 587-5400
                                                         ---------------

          Securities Registered Pursuant to Section 12(b) of the Act:



                                                  Name of each Exchange
             Title of each class                   on which registered
             -------------------                   -------------------
                                              
   Common Stock, $0.01 par value                 New York Stock Exchange
                                                 
    Rights to Purchase Common Stock              New York Stock Exchange
 (Currently Traded with Common Stock)            


       Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             YES       [X]         NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.

                                                                           [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant was $1,144,922,838 as of April 23, 1996.

The number of shares outstanding of the Company's Common Stock at April 23,
1996 was 54,535,823.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
in connection with the Company's 1996 Annual Meeting of Stockholders are
incorporated by reference into Part III hereof.
   2
                         McDERMOTT INTERNATIONAL, INC.

                                     INDEX



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Signature                                                                                                  3

Item 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
              FORM 8-K                                                                                     4



              2.  FINANCIAL STATEMENT SCHEDULES (See Exhibit 99)

              3.  EXHIBIT INDEX





                  Exhibit
                  Number                             Description
                  ------                             -----------
                            
                    23         Consent of Independent Auditors

                               (1) KPMG Accountants N.V.

                               (2) Ernst & Young LLP

                    99         McDermott-ETPM West, Inc. and Heerema Offshore Construction Group Inc. - McDermott
                               International, Inc. Joint Venture Combined Financial Statements for the Years Ended March
                               31, 1996, 1995 and 1994





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                          SIGNATURE OF THE REGISTRANT



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                        McDERMOTT INTERNATIONAL, INC.
                                        ---------------------------- 
                                               (REGISTRANT)

                                        s/ Daniel R. Gaubert                   
                                        ---------------------------------------
                                        Daniel R. Gaubert
                                        Vice President, Finance and Controller
                                        (Principal Accounting Officer)






June 18, 1996





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                               INDEX TO EXHIBITS





Exhibit
Number                    Description
- ------                    -----------
              


   23            Consent of Independent Auditors

                 (1) KPMG Accountants N.V.

                 (2) Ernst & Young LLP

   99            McDermott-ETPM West, Inc. and Heerema Offshore Construction Group Inc. - McDermott International, Inc.
                 Joint Venture Combined Financial Statements for the Years Ended March 31, 1996, 1995, and 1994






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