Sec Form 4 Filing - EASTER JAMES R @ MCDERMOTT INTERNATIONAL INC - 2008-05-12

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

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1. Name and Address of Reporting Person EASTER JAMES R 2. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Corp Dev & Strat Planning (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2008 (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 05/12/2008 M 2,154 A $ 0 71,321 D Common Stock 05/12/2008 D 2,154 D $ 53.145 69,167 D Common Stock 22,500 I IRA Common Stock 677 ( 1 ) I 401 (K) Shares Common Stock 200 I By Daughter 1 Common Stock 200 I By Daughter 2

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 Deferred Stock Units ( 2 ) 05/12/2008 M 2,154 ( 4 ) 05/12/2008( 3 ) 05/12/2010 Common Stock 2,154 ( 4 ) ( 2 ) 4,308 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EASTER JAMES R C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY HOUSTON, TX77079 VP, Corp Dev & Strat Planning Signatures Liane K. Hinrichs, Attorney-in-Fact 05/14/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Based upon units held in 401 K Plan and the fair market value of Common Stock as of May 12, 2008. ( 2 )Each deferred Stock Unit represented a contingent right to receive a cash payment equal to the number of vested units multiplied by the average price of MDR common stock on the vesting date. ( 3 )Vests in five equal annual installments, with the third installment vesting on this date. ( 4 )This Deferred Stock Unit was previously reported as 3,590 units, but was adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006 and the 2-for-1 stock split that occurred on September 10, 2007.

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).

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