Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
DEMARS BRUCE
   2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/07/2007
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/07/2007   M   975 A $ 22.0833 20,516.204 D  
Common Stock 03/07/2007   S   975 D $ 46.802 19,541.204 D  
Common Stock 03/07/2007   M   1,350 A $ 15.625 20,891.204 D  
Common Stock 03/07/2007   S   1,350 D $ 46.77 19,541.204 D  
Common Stock 03/07/2007   M   450 A $ 19.0416 19,991.204 D  
Common Stock 03/07/2007   S   450 D $ 46.802 19,541.204 D  
Common Stock 03/07/2007   M   450 A $ 5.4166 19,991.204 D  
Common Stock 03/07/2007   S   450 D $ 46.804 19,541.204 D  
Common Stock 03/07/2007   M   1,350 A $ 7.7656 20,891.204 D  
Common Stock 03/07/2007   S   1,350 D $ 46.84 19,541.204 D  
Common Stock 03/07/2007   M   7,500 A $ 7.1733 27,041.204 D  
Common Stock 03/07/2007   S   7,500 D (1) 19,541.204 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 22.0833 (3) 03/07/2007   M     975 (3) 03/02/1998 09/02/2007 Common Stock 975 (3) $ 0 0 D  
Stock Option (Right to Buy) $ 15.625 (4) 03/07/2007   M     1,350 (4) 02/11/1999 08/11/2008 Common Stock 1,350 (4) $ 0 0 D  
Stock Option (Right to Buy) $ 19.0416 (5) 03/07/2007   M     450 (5) 02/03/2000 08/03/2009 Common Stock 450 (5) $ 0 0 D  
Stock Option (Right to Buy) $ 5.4166 (6) 03/07/2007   M     450 (6) 11/02/2000 05/02/2010 Common Stock 450 (6) $ 0 0 D  
Stock Option (Right to Buy) $ 7.7656 (7) 03/07/2007   M     1,350 (7) 11/04/2001 05/04/2011 Common Stock 1,350 (7) $ 0 0 D  
Stock Option (Right to Buy) $ 7.1733 (8) 03/07/2007   M     7,500 (8) 11/01/2002 08/10/2011 Common Stock 7,500 (8) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEMARS BRUCE
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079		   X      

Signatures

 Renee Hack, Attorney-in-Fact   03/09/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The stock was sold in multiple transactions at the following prices: 5000 shares at $46.85; 1,200 shares at $46.86 and 1,300 shares at $46.87.
(2) The reporting person's ownership of comon stock has been adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(3) This option was previously reported as covering 650 shares at an exercise price of $33.125 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(4) This option was previously reported as covering 900 shares at an exercise price of $23.4375 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(5) This option was previously reported as covering 300 shares at an exercise price of $28.5625 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(6) This option was previously reported as covering 300 shares at an exercise price of $8.125 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(7) This option was previously reported as covering 900 shares at an exercise price of $11.6484 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(8) This option was previously reported as covering 5,000 shares at an exercise price of $10.76 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.