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: March 1, 2004





                          McDERMOTT INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)




    REPUBLIC OF PANAMA                 1-8430                   72-0593134
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 (State or other jurisdiction       (Commission)              (IRS Employer
     of incorporation)                 File No.)           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
                                                     --------------








Item 12.    Results of Operations and Financial Condition

     On March 1, 2004,  McDermott  International,  Inc.  issued a press  release
     announcing Fourth Quarter Financial Update and 2004 Outlook.  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 12, 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,  and will not be incorporated
     by reference into any registration statement filed under the Securities Act
     of 1933,  as  amended,  unless  specifically  identified  therein  as being
     incorporated therein by reference.





                                   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/Thomas A. Henzler
                                        ----------------------------------------
                                        Thomas A. Henzler
                                        Vice President and Corporate Controller





March 1, 2004