Sec Form 4 Filing - DEMARS BRUCE @ MCDERMOTT INTERNATIONAL INC - 2007-06-06

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DEMARS BRUCE 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2007 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/06/2007 M 450 A $ 41.8333 21,843.204 D Common Stock 06/06/2007 S 450 D $ 77.41 21,393.204 D Common Stock 06/06/2007 M 1,350 A $ 3.3 22,743.204 D Common Stock 06/06/2007 S 1,350 D 21,393.204 D Common Stock 06/06/2007 M 15,000 A $ 3.3 36,393.204 D Common Stock 06/06/2007 S 15,000 D 21,393.204 D Common Stock 06/06/2007 M 450 A $ 5.8333 21,843.204 D Common Stock 06/06/2007 S 450 D 21,393.204 D Common Stock 06/06/2007 M 7,500 A $ 5.0166 28,893.204 D Common Stock 06/06/2007 S 7,500 D 21,393.204 D Common Stock 06/06/2007 M 1,350 A $ 13.29 22,743.204 D Common Stock 06/06/2007 S 1,350 D 21,393.204 D Common Stock 06/06/2007 M 5,000 A $ 13.4533 26,393.204 D Common Stock 06/06/2007 S 5,000 D 21,393.204 D Common Stock 06/06/2007 M 450 A $ 10.4792 21,843.204 D Common Stock 06/06/2007 S 450 D 21,393.204 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 41.8333 ( 8 ) 06/06/2007 M 450 ( 8 ) 11/03/2006 05/03/2016 Common Stock 450 ( 8 ) $ 0 0 ( 8 ) D Stock Option (Right to Buy) $ 3.3 ( 9 ) 06/06/2007 M 1,350 ( 9 ) 11/09/2003 05/09/2013 Common Stock 1,350 ( 9 ) $ 0 0 ( 9 ) D Stock Option (Right to Buy) $ 3.3 ( 10 ) 06/06/2007 M 15,000 ( 10 ) 05/09/2004 05/09/2013 Common Stock 15,000 ( 10 ) $ 0 0 ( 10 ) D Stock Option (Right to Buy) $ 5.8233 ( 11 ) 06/06/2007 M 450 ( 11 ) 11/05/2004 05/05/2014 Common Stock 450 ( 11 ) $ 0 0 ( 11 ) D Stock Option (Right to Buy) $ 5.0166 ( 12 ) 06/06/2007 M 7,500 ( 12 ) 05/13/2005 05/13/2014 Common Stock 7,500 ( 12 ) $ 0 0 ( 12 ) D Stock Option (Right to Buy) $ 13.29 ( 13 ) 06/06/2007 M 1,350 ( 13 ) 11/04/2005 05/04/2015 Common Stock 1,350 ( 13 ) $ 0 0 ( 13 ) D Stock Option (Right to Buy) $ 13.4533 ( 14 ) 06/06/2007 M 5,000 ( 14 ) 05/12/2006 05/12/2015 Common Stock 5,000 ( 14 ) $ 0 2,500 ( 14 ) D Stock Option (Right to Buy) $ 10.4792 ( 15 ) 06/06/2007 M 450 ( 15 ) 11/01/2002 05/01/2012 Common Stock 450 ( 15 ) $ 0 0 ( 15 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEMARS BRUCE C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY HOUSTON, TX77079 X Signatures Liane K. Hinrichs, by power of attorney 06/08/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock was sold in multiple transactions at the following prices: 100 shares at $77.41; 600 shares at $77.45; 100 shares at $77.49 and 550 shares at $77.42. ( 2 )The stock was sold in multiple transactions at the following prices: 400 shares at $77.02; 600 shares at $77.03; 300 shares at $77.16; 500 shares at $77.18; 1,450 shares at $77.20; 300 shares at $77.26; 600 shares at $77.29; 500 shares at $77.32; 500 shares at $77.36; 500 shares at $77.43; 1,750 shares at $77.45; 1,200 shares at $77.48; 600 shares at $77.56; 1,200 shares at $77.59; 600 shares at $77.64; 1,000 shares at $77.69; 600 shares at $77.70; 1,700 shares at $77.79; 600 shares at $77.88 and 100 shares at $77.89. ( 3 )The stock was sold in multiple transacations at the following prices: 200 shares at $77.26; 50 shares at $77.28 and 200 shares at $77.29. ( 4 )The stock was sold in multiple transactions at the following prices: 600 shares at $77.11; 500 shares at $77.12; 600 shares at $77.14; 100 shares at $77.20; 12 shares at $77.30; 2,000 shares at $77.31; 1,088 shares at $77.32; 400 shares at $77.39; 500 shares at $77.60; 600 shares at $77.69; 600 shares at $77.80 and 500 shares at $77.89. ( 5 )The stock was sold in multiple transacitons at the following prices: 100 shares at $77.26; 600 shares at $77.27; 600 shares at $77.31 and 50 shares at $77.42. ( 6 )The stock was sold in multiple transacitons at the following prices: 1,050 shares at $77.20; 550 shares at $77.28; 600 shares at $77.29; 1,700 shares at $77.32; 600 shares at $77.37 and 500 shares at $77.38. ( 7 )The stock was sold in multiple transactions at the following prices: 50 shares at $77.41 and 400 shares at $77.49. ( 8 )This option was previously reported as covering 300 shares at an exercise price of $62.75 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 9 )This options was previously reported as covering 900 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 10 )This option was previously reported as covering 10,000 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 11 )This option was previously reported as covering 300 shares at an exercise price of $8.735 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 12 )This option was previously reported as covering 5000 shares at an exercise price of $7.525 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 13 )This option was previously reported as covering 900 shares at an exercise price of $19.9350 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 14 )This option was previously reported as covering 5000 shares at an exercise price of $20.18 per share, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006. ( 15 )This option was previously reported as covering 300 shares at an exercise price of $15.7188 per shares, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.

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 Number.