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: May 10, 2004





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




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





  1450 Poydras Street, New Orleans, Louisiana                  70112-6050
--------------------------------------------------------------------------------
 (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 May 10, 2004 McDermott International, Inc. issued a press release
         announcing financial results for the first quarter of 2004. 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





May 10, 2004


                                       2