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 *
WILKINSON BRUCE W
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008
(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 07/01/2008   M(1)   27,180 A $ 4.845 713,012 D  
Common Stock 07/01/2008   S(1)   27,180 D (2) (3) 685,832 D  
Common Stock 07/01/2008   M(1)   16,460 A $ 6.7267 702,292 D  
Common Stock 07/01/2008   S(1)   16,460 D (4) 685,832 D  
Common Stock               10,293 (5) I 401k 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) $ 4.845 07/01/2008   M(1)     27,180   (6) 03/06/2011 Common Stock 27,180 $ 0 0 D  
Stock Option (Right to Buy) $ 6.7267 (7) 07/01/2008   M(1)     16,460   (8) 05/12/2015 Common Stock 16,460 $ 0 218,200 (7) D  

Reporting Owners

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

Signatures

 Robert E. Stumpf, by power of attorney   07/03/2008
**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 sales and underlying exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2) The stock was sold in multiple transactions at the following prices: 100 @ $60.16; 300 @ $60.21; 200 @ $60.22; 100 @ $60.225; 800 @ $60.25; 200 @ $60.26; 1040 @ $60.27; 200 @ $60.28; 100 @ $60.31; 100 @ $60.32; 819 @ $60.33; 300 @ $60.40; 100 @ $60.41; 100 @ $60.42; 277 @ $60.44; 800 @ $60.46; 345 @ $60.47; 300 @ $60.49; 300 @ $60.50; 500 @ $60.52; 300 @ $60.53; 100 @ $60.54; 200 @ $60.55; 200 @ $60.56; 200 @ $60.58; 300 @ $60.60; 100 @ $60.61; 230 @ $60.62; 400 @ $60.64; 218 @ $60.65; 100 @ $60.66; 200 @ $60.68; 200 @ $60.70; 800 @ $60.71; 432 @ $60.72; 500 @ $60.73; 200 @ $60.74; 200 @ $60.75; 268 @ $60.76; 700 @ $60.77; 300 @ $60.78; 300 @ $60.79; 2,100 @ $60.80; 200 @ $60.81; 759 @ $60.82; 200 @ $60.83; 200 @ $60.84; 100 @ $60.85; 400 @ $60.86; 100 @ $60.87; 200 @ $60.88; 352 @ $60.89; 204 @ $60.90; 100 @ $60.91; 600 @ $60.92; 100 @ $60.93; 300 @ $60.94; 496 @ $60.95; 500 @ $60.96; 600 @ $60.97; 400 @ $60.98; 900 @ $60.99; 300 @ $61; 100 @ $61.005; coninued on footnote 3
(3) continued from footnote 2: 1,500 @ $61.01; 200 @ $61.02; 300 @ $61.03; 400 @ $61.04; 100 @ $61.05; 500 @ $61.06; 300 @ $61.07; 400 @ $61.08; 400@ $61.09 and 440 @ $61.10.
(4) The stock was sold in multiple transactions at the following prices: 260 @ $61.10; 500 @ $61.11; 400 @ $61.12; 800 @ $61.13; 600 @ $61.14; 500 @ $61.15; 300 @ $61.16; 800 @ $61.17; 500 @ $61.18; 500 @ $61.19; 200 @ $61.20; 300 @ $61.21; 300 @ $61.22; 700 @ $61.23; 800 @ $61.24; 500 @ $61.25; 500 @ $61.26; 1,050 @ $61.27; 100 @ $61.28; 380 @ $61.29; 570 @ $61.30; 400 @ $61.31; 300 @ $61.32; 100 @ $61.33; 700 @ $61.34; 100 @ $61.36; 100 @ $61.37; 100 @ $61.39; 400 @ $61.40; 300 @ $61.41; 600 @ $61.42; 300 @ $61.43; 200 @ $61.44; 600 @ $61.45; 400 @ $61.455; 400 @ $61.46; 100 @ $61.48; 500 @ $61.485; 100 @ $61.49; and 200 @ $61.51.
(5) Based upon the units held in 401k Plan and the fair market value of Common Stock as of July 1, 2008.
(6) This option vested in three equal installments on March 6, 2002, 2003 and 2004.
(7) This option was previously reported as covering 78,220 shares at an exercise price of $20.18 per share, but was adjusted to reflect the 3-for-2 Stock Split that occurred on May 31, 2006 and the 2-for-1 stock split that occurred on September 10, 2007.
(8) This option vested in three equal installments on May 12, 2006, 2007 and 2008

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