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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hinrichs Liane K
   2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Gen. Counsel & Corp. Sec.
(Last)
(First)
(Middle)
777 N. ELDRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2008
(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 05/15/2008   M   3,600 A $ 1.05 13,650 D  
Common Stock 05/15/2008   S   3,600 D (1) 10,050 D  
Common Stock 05/15/2008   M   12,600 A $ 3.0033 22,650 D  
Common Stock 05/15/2008   S   12,600 D (2) 10,050 D  
Common Stock 05/15/2008   M   9,090 A $ 6.7267 19,140 D  
Common Stock 05/15/2008   S   9,090 D (3) 10,050 D  
Common Stock               2,154 (4) I 401 K plan

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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) $ 1.05 (5) 05/15/2008   M     3,600 (5)   (6) 04/02/2013 Common Stock 3,600 (5) $ 0 0 (5) D  
Stock Option (Right to Buy) $ 3.0033 (7) 05/15/2008   M     12,600 (7)   (8) 03/18/2014 Common Stock 12,600 (7) $ 0 0 (7) D  
Stock Option (Right to Buy) $ 6.7267 (9) 05/15/2008   M     9,090 (9)   (10) 05/12/2015 Common Stock 9,090 (9) $ 0 0 (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hinrichs Liane K
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079		       VP, Gen. Counsel & Corp. Sec.  

Signatures

 Benjamin H. Bash   05/19/2008
**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: 100 @ $ 57.61; 600 @ $57.50; 300 @ $57.49; 500 @ $57.47; 600 @ $57.46; 100 @ $57.45; 800 @ $57.44 and 600 @ $57.42.
(2) The stock was sold in mulitple transactions at the following prices: 100 @ $57.63; 400 @ $57.59; 100 @ $57.57; 400 @ $57.56; 250 @ $57.55; 100 @ $57.54; 500 @ $57.535; 1,200 @ $57.53; 150 @ $57.51; 3,400 @ $57.50; 2,800 @ $57.49; 700 @ $57.46; 600 @ $57.45; 400 @ $57.44; 300 @ $57.42; 500 @ $57.41; 300 @ $57.39; 300 @ $57.38 and 100 @ $57.37.
(3) The stock was sold in muliple transactions at the following prices: 1,100 @ $57.64; 100 @ $57.63; 1,700 @ $57.62; 2,000 @ $57.61; 100 @ $57.605; 200 @ $57.6025; 100 @ $57.60; 1,140 @ $57.59; 200 @ $57.58; 2,000 @ $57.57 and 450 @ $57.55.
(4) Based upon units held in 401(K) Plan and the fair market value of Common Stock as of May 15, 2008.
(5) This option was orginally reported as 1,800 shares at $2.10 but has been adjusted for 2-1stock split on September 10, 2007.
(6) The option became exercisable on April 2, 2006.
(7) This option was previously reported as covering 6,300 shares at an exercise price of $6.0066, but has been adjusted to reflect the 2-for-1 stock split that occurred on September 10, 2007.
(8) The option provided for vesting in three equal installments on March 18, 2005, 2006 and 2007.
(9) This option was previously reported as covering 4,545 shares at an exercise price of $13.4533, but has been adjusted to reflect the 2-for-1 stock split that occurred on September 10, 2007.
(10) The option provided for vesting in three equal installments on May 12, 2006, 2007 and 2008.

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