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 (Date of earliest event reported): March 1, 2006


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


    REPUBLIC OF PANAMA              001-08430                 72-0593134
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(State or other jurisdiction      (Commission                (IRS Employer
   of incorporation)              File Number)              Identification No.)



 777 N. Eldridge Parkway, Houston, Texas                        77079
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(Address of principal executive offices)                     (Zip Code)


Registrant's Telephone Number, including Area Code:  (281) 870-5000
                                                     --------------


          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02         Results of Operations and Financial Condition.

     On March 1,  2006,  we  issued a press  release  announcing  our  financial
results for the quarter ended  December 31, 2005. 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 2.02,  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,  (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

Item 9.01         Financial Statements and Exhibits.

(c)  Exhibits

     99.1    Press Release Dated March 1, 2006.

                                   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/ Michael S. Taff
                                   ---------------------------------------------
                                   Michael S. Taff
                                   Vice President and Chief Accounting Officer

March 1, 2006


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