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): November 8, 2005



                          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.)



 1450 Poydras Street, New Orleans, Louisiana                     70112-6050
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   (Address of principal executive offices)                      (Zip Code)


Registrant's Telephone Number, including Area Code:  (504) 587-5400
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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 November 8, 2005, McDermott International, Inc. (the "Company") issued a
     press release announcing  financial results for the quarter ended September
     30, 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 such  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 November 8, 2005.

                                   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
                                             Chief Accounting Officer

November 8, 2005



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