UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                         Date of Report: August 9, 2004





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




    REPUBLIC OF PANAMA                 1-8430                    72-0593134
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission)               (IRS Employer
     of incorporation)                File No.)              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
                                                     --------------





Item 12.   Results of Operations and Financial Condition

     On August 9, 2004 McDermott International, Inc. issued a press release
     announcing financial results for the second quarter of 2004. A copy of the
     press release is attached as Exhibit 99.1, and the information contained in
     Exhibit 99.1 is incorporated by reference.

     The information furnished pursuant to this Item 12, including Exhibit 99.1,
     shall not be deemed to be "filed" for the purposes of Section 18 of the
     Securities Exchange Act of 1934, as amended, and will not be incorporated
     by reference into any registration statement filed under the Securities Act
     of 1933, as amended, unless specifically identified therein as being
     incorporated therein by reference.





                                   SIGNATURES


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






                                             McDERMOTT INTERNATIONAL INC.






                                             By: /s/ Keith G. Robinson
                                                 -------------------------------
                                                 Keith G. Robinson
                                                 Corporate Controller





August 9, 2004