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 (Date of earliest event reported): May 3, 2006





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



     REPUBLIC OF PANAMA                  001-08430                72-0593134
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(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)          Identification No.)



  777 N. Eldridge Parkway, Houston, Texas                           77079
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 (Address of principal executive offices)                         (Zip Code)


Registrant's Telephone Number, including Area Code:  (281) 870-5000
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          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02       Results of Operations and Financial Condition.

     On May 3, 2006, we issued a press release  announcing our financial results
for the quarter ended March 31, 2006. 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 2.02,  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,  (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.


Item 9.01       Financial Statements and Exhibits.

(c)  Exhibits

     99.1       Press Release Dated May 3, 2006.






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                                   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/Michael S. Taff
                                     -------------------------------------------
                                     Michael S. Taff
                                     Vice President and Chief Accounting Officer

May 3, 2006















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