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                                                                  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 and No. 33-60499) 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 April 26, 1996 with respect
to the combined financial statements of McDermott - ETPM West, Inc. (not
presented separately herein) included in this Annual Report (Form 10-K/A -1)
for the year ended March 31, 1996.


                                                               ERNST & YOUNG LLP



New Orleans, Louisiana
June 13, 1996