FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Lewis James C 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2006 3. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [MDR] (Last) (First) (Middle) 777 N. ELDRIDGE PARKWAY 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President, Treasurer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HOUSTON, TX 77079 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 550 (1) I 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	08/15/2006	08/15/2013	Common Stock	2,500	$ 4.225	D	Â
Stock Options (Right to Buy)	03/18/2006(2)	03/18/2014	Common Stock	4,000	$ 9.01	D	Â
Stock Options (Right to Buy)	05/12/2006(3)	05/12/2015	Common Stock	2,300	$ 20.18	D	Â
Deferred Stock Units	05/12/2006(4)	05/12/2010(4)	Common Stock	1,035	$ 0 (5)	D	Â
Performance Units	08/15/2006(6)	08/15/2006(6)	Common Stock	(6)	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lewis James C 777 N. ELDRIDGE PARKWAY HOUSTON, TX 77079	Â	Â	  Vice President, Treasurer	Â

Signatures

Liane K. Hinrichs, Atttorney-in-Fact		03/09/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Based upon units held in 401(K) Plan and the fair market value of Common Stock as of 3/1/06.
(2)	2,000 options become exercisable on March 18, 2006 and the remaining options become exercisable on March 18, 2007.
(3)	Becomes exercisable in three equal annual installments, with the first installment vesting on this date.
(4)	Vests in five equal annual installments, with the first installment vesting on this date. Vested units will be paid in cash in an amount equal to the number of vested units multipled by the average stock price on the vesting date.
(5)	1-for-1
(6)	The performance units vest on a percentage basis determined by the 10 day average stock price of the Issuer prior to such date, in accordance with the following schedule: 1) Avg. Stock Price $8.00 - Vesting Percentage 50%; 2) Avg. Stock Price $14.00 - Vesting Percentage - 100%; and 3) Avg. Stock Price $20.00 - Vesting Percentage - 150%. No performance units vest if the average stock price is less than $8.00. Vested units will be paid in cash in an amount equal to the number of vested units multiplied by the average stock price.

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