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., 1450 POYDRAS STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006
(Street)

NEW ORLEANS, LA 70112		 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 02/01/2006   M(1)   6,733 A $ 3.15 313,605 D  
Common Stock 02/01/2006   S(1)   6,733 D (2) 306,872 D  
Common Stock 02/01/2006   M(1)   3,267 A $ 7.7188 310,139 D  
Common Stock 02/01/2006   S(1)   3,267 D (3) 306,872 D  
Common Stock 02/01/2006   S(1)   10,000 D (4) 296,872 D  
Common Stock               3,216 (5) I 401(K) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 3.15 02/01/2006   M(1)     6,733   (6) 04/02/2013 Common Stock 6,733 $ 0 53,367 D  
Stock Option (Right to Buy) $ 7.7188 02/01/2006   M(1)     3,267   (7) 08/01/2010 Common Stock 3,267 $ 0 146,733 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILKINSON BRUCE W
C/O MCDERMOTT INTERNATIONAL, INC.
1450 POYDRAS STREET
NEW ORLEANS, LA 70112		   X     Chairman and CEO  

Signatures

 Liane K. Hinrichs, Attorney-in-Fact   02/02/2006
**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/or underlying exercise reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2005.
(2) The stock was sold in multiple transactions at the following prices: 183 at $51.52; 100 at $51.5278; 100 at $51.55; 250 at $51.59; 100 at $51.60; 400 at $51.63; 450 at $51.64; 150 at $51.72; 100 at $51.71; 100 at $51.80; 200 at $51.83; 250 at $51.85; 150 at $51.86; 500 at $51.87; 100 at $51.88; 550 at $51.90; 250 at $51.91; 100 at $51.92; 100 at $51.93; 100 at $51.94; 50 at $51.9493; 50 at $51.9497; 200 at $51.97; 350 at $51.98; 100 at $51.99; 250 at $52.00; 200 at $52.01; 150 at $52.04; 50 at $52.05; 100 at $52.09; 200 at $52.11; 250 at $52.19; 400 at $52.20; and 150 at $52.21.
(3) The stock was sold in multiple transactions at the following prices: 200 at $51.01; 400 at $51.07; 200 at $51.08; 100 at $51.10; 100 at $51.13; 700 at $51.19; 250 at $51.20; 50 at $51.21; 200 at $51.22; 100 at $51.23; 200 at $51.27; 50 at $51.30; 150 at $51.40; 400 at $51.41; 100 at $51.42; 50 at $51.5145; and 17 at $51.52.
(4) The stock was sold in multiple transactions at the following prices: 200 at $51.01; 400 at $51.07; 200 at $51.08; 100 at $51.10; 100 at $51.13; 700 at $51.19; 250 at $51.20; 50 at $51.21; 200 at $51.22; 100 at $51.23; 200 at $51.27; 50 at $51.30; 150 at $51.40; 400 at $51.41; 100 at $51.42; 50 at $51.5145; 200 at $51.52; 100 at $51.5278; 100 at $51.55; 250 at $51.59; 100 at $51.60; 400 at $51.63; 450 at $51.64; 150 at $51.72; 100 at $51.71; 100 at $51.80; 200 at $51.83; 250 at $51.85; 150 at $51.86; 500 at $51.87; 100 at $51.88; 550 at $51.90; 250 at $51.91; 100 at $51.92; 100 at $51.93; 100 at $51.94; 50 at $51.9493; 50 at $51.9497; 200 at $51.97; 350 at $51.98; 100 at $51.99; 250 at $52.00; 200 at $52.01; 150 at $52.04; 50 at $52.05; 100 at $52.09; 200 at $52.11; 250 at $52.19; 400 at $52.20; and 150 at $52.21.
(5) Based upon units held in 401K Plan and the fair market value of Common Stock as of 1/31/06.
(6) The option provided for vesting in three equal installments, on April 2, 2004, 2005 and 2006.
(7) The option provided for vesting in three equal installments, on August 1, 2001, 2002 and 2003.

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