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): May 8, 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
                                                     --------------


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          (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 7.01       Regulation FD Disclosure

     We will be presenting information relating to McDermott International, Inc.
and our operating units at the Calyon Oil Service Conference in New York City on
May 10, 2006 at 10:15 a.m.  eastern  time.  The  information  presented  will be
available for a limited time on our website at www.mcdermott.com under "Investor
Relations - Corporate Presentations."

     We will also be presenting  information relating to our marine construction
services  subsidiary,  J. Ray McDermott,  S.A., in connection  with the proposed
$500 million senior secured credit  facility in New York City on May, 9, 2006 at
10:00 a.m. eastern time.  Information from this  presentation  will be available
for a limited time on our website at www.mcdermott.com under "Investor Relations
- Corporate Presentations."


                                   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

May 8, 2006







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