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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NESSER JOHN T III 		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)
EVP, Chief Admin. & Legal Off.
(Last)          (First)          (Middle)

C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/23/2008
(Street)

HOUSTON, TX 77079
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/23/2008     M    18300   A $3.1354   340137   D  
 
Common Stock   5/23/2008     S    18300   D   (1) 321837   D  
 
Common Stock   5/23/2008     M    42000   A $4.8333   363837   D  
 
Common Stock   5/23/2008     S    42000   D   (2) 321837   D  
 
Common Stock   5/23/2008     M    42900   A $3.0033   364737   D  
 
Common Stock   5/23/2008     S    42900   D   (3) 321837   D  
 
Common Stock                  13767   (4) I   401 K Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $3.1354   (5) 5/23/2008     M        18300   (5)     (6) 3/20/2010   Common Stock   18300   (5) $0   0   (5) D  
 
Stock Option (Right to Buy)   $4.8333   (7) 5/23/2008     M        42000   (7)     (8) 3/6/2012   Common stock   42000   (7) $0   0   (7) D  
 
Stock Option (Right to Buy)   $3.0033   (9) 5/23/2008     M        42900   (9)     (10) 3/18/2014   Common Stock   42900   (9) $0   0   (9) D  
 

Explanation of Responses:
( 1)  The stock was sold in multiple transactions at the following prices: 312 @ $57.11; 1,700 @ $57.10; 600 @ $57.09; 700 @ $57.08; 2,296 @ $57.07; 2,702 @ $57.06; 5,100 @ $57.05; 2,000 @ $57.04 and 2,890 @ $57.03.
( 2)  The stock was sold in multiple transactions at the following prices: 300 @ $57.34; 200 @ $57.33; 300 @ $57.31; 100 @ $57.30; 1,600 @ $57.28; 600 @ $57.25; 400 @ $57.23; 300 @ $57.22; 1,600 @ $57.21; 964 @ $57.19; 100 @ $57.18; 1,300 @ $57.17; 100 @ $57.16; 100 @ $57.15; 400 @ $57.14; 400 @ $57.13; 1,600 @ $57.12; 600 @ $57.11; 1,200 @ $57.10; 1,100 @ $57.09; 1,005 @ $57.08; 200 @ $57.075; 300 @ $57.0725; 3,700 @ $57.07; 76 @ $57.06; 1,500 @ $57.05; 1,700 @ $ 57.04; 3,200 @ $57.03; 2,354 @ $57.02; 6,721 @ $57.01; 3,280 @ $57.003 and 4,700 @ $57.00.
( 3)  The stock was sold in multiple transactions at the following prices: 900 @ $57.23; 100 @ $57.22; 1,300 @ $57.18; 700 @ $57.17; 400 @ $57.15; 1,100 @ $57.14; 200 @ $57.13; 900 @ $57.12; 588 @ $57.11; 1,000 @ $57.10; 900 @ $57.06; 300 @ $57.04; 900 @ $57.03; 100 @ $57.02; 1,500 @ $57.01 and 32,012 @ $57.00.
( 4)  Based upon units held in 401K Plan and the fair market value of Common Stock as of May 23, 2008.
( 5)  This option was previously reported as covering 36,100 shares at an exercise price of $9.4063 but has been 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.
( 6)  The options provided for vesting in three equal installments, on March 20, 2001, 2002 and 2003.
( 7)  This option was previously reported as covering 84,000 shares at an exercise price of $14.50 but has been 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)  The options provided for vesting in three equal installments, on March 6, 2003, 2004 and 2005.
( 9)  This option was previously reported as covering 42,900 shares at an exercise price of $9.01 but has been 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.
( 10)  The options provided for vesting in three equal installments, on March 18, 2005, 2006 and 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NESSER JOHN T III
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079

EVP, Chief Admin. & Legal Off.

Signatures
Liane K. Hinrichs, by power of attorney 5/27/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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