content: <PAGE>   1
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
  
                           MCDERMOTT INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
         REPUBLIC OF PANAMA                72-0593134
         ------------------------------    ------------------------------------
         (State or other jurisdiction      (I.R.S. Employer Identification No.)
         of incorporation or organization)
         
         
         1450 POYDRAS STREET       NEW ORLEANS, LOUISIANA       70161
         ---------------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)
  
  
                      1996 OFFICER LONG-TERM INCENTIVE PLAN
                 -----------------------------------------------
                            (Full title of the plan)
  
                                 S. WAYNE MURPHY
                         Vice President, General Counsel
                             and Corporate Secretary
                              1450 Poydras Street,
                                 P.O. Box 61961
                          New Orleans, Louisiana 70161
                     (Name and address of agent for service)
  
                                 (504) 587-5400
          (Telephone number, including area code, of agent for service)
  
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  ================================================================================
                                      Proposed        Proposed         
                           Amount     maximum         maximum         Amount of
   Title of securities                offering price  aggregate       registration
   to be registered                   per share(1)    offering price  fee
   [S]                     [C]        [C]             [C]             [C]
  - --------------------------------------------------------------------------------
   Common Stock ($1.00 
   par value)....          2,500,000  $20.875         $52,187,500     $17,994
  ================================================================================
  
  - ---------------------
  
      (1)    The proposed maximum aggregate offering price is based upon
  the average sales price on the New York Stock Exchange on September
  17, 1996.
  <PAGE>   2
                                       PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
           This Registration Statement relates to the registration of 2,500,000
  shares of the common stock, $1.00 par value per share (the "Common Stock"), of
  McDermott International, Inc. (the "Registrant") reserved for issuance under
  the Registrant's 1996 Officer Long-Term Incentive Plan.  The documents
  containing the information specified in Part I of Form S-8 will be sent or
  given to participants under the foregoing plan of the Registrant as specified
  by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "1933
  Act").  In accordance with Rule 428(a) of the 1933 Act and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities
  Exchange Commission (the "Commission") either as a part of this Registration
  Statement or as a prospectus or prospectus supplement pursuant to Rule 424
  under the 1933 Act.
  
  Item 2.  Registrant Information and Employee Plan Annual Information
  
           See response to Item 1 above.
  
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference
  
           The following documents previously filed with the Commission by the
  Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
  "1934 Act") (Commission File No. 1-8430) are incorporated herein by reference:
  
  
  
  
  
                                        -2-
  <PAGE>   3
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal
  year ended March 31, 1996 filed with the Commission on June 6, 1996, as amended
  by Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on June
  20, 1996 and by Amendment No. 2 thereto on Form 10-K/A-2 filed with the
  Commission on July 12, 1996; 
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996 filed with the Commission on August 7, 1996; and
          
           (c)     The description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A dated December 7, 1982 filed
  with the Commission and the description of the Registrant's preferred stock
  purchase rights registered on Form 8-A filed with the Commission on December
  15, 1995.
  
           All reports and other documents filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
  this Registration Statement and prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated herein by reference and to be a part hereof from the respective
  date of filing of each such document.
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Article VI of the By-laws of the Registrant provides for the
  indemnification of officers and directors as follows:
  
  
  
  
  
                                        -3-
  <PAGE>   4
                                    Article VI
  
                                 Indemnification
  
           SECTION 1.  Each person (and the heirs, executors and administrators
  of such person) who is or was a director or officer of the Company shall in
  accordance with Section 2 of this Article VI be indemnified by the Company
  against any and all liability and reasonable expense that may be paid or
  incurred by him in connection with or resulting from any actual or threatened
  claim, action, suit or proceeding (whether brought by or in the right of the
  Company or otherwise), civil, criminal, administrative or investigative, or in
  connection with an appeal relating thereto, in which he may become involved, as
  a party or otherwise, by reason of his being or having been a director or
  officer of the Company or, if he shall be serving or shall have served in such
  capacity at the request of the Company, a director, officer, employee or agent
  of another corporation or any partnership, joint venture, trust or other entity
  whether or not he continues to be such at the time such liability or expense
  shall have been paid or incurred, provided such person acted, in good faith, in
  a manner he reasonably believed to be in or not opposed to the best interest of
  the Company and in addition, in criminal actions or proceedings, had no
  reasonable cause to believe that his conduct was unlawful.  As used in this
  Article VI, the terms, "liability" and "expense" shall include, but shall not
  be limited to, counsel fees and disbursements and amounts of judgments, fines
  or penalties against, and amounts paid in settlement by, such director or
  officer.  The termination of any actual or threatened claim, action, suit or
  proceeding, civil, criminal, administrative, or investigative, by judgment,
  settlement (whether with or without court approval), conviction or upon a plea
  of guilty or nolo contendere, or its equivalent, shall not create a
  
  
  
  
  
                                        -4-
  <PAGE>   5
  presumption that such director or officer did not meet the standards of conduct
  set forth in this Section 1.
  
           SECTION 2.  Every such director and officer shall be entitled to
  indemnification under Section 1 of this Article VI with respect to any claim,
  action, suit or proceeding of the character described in such Section 1 in
  which he may become in any way involved as set forth in such Section 1, if (i)
  he has been wholly successful on the merits or otherwise in respect thereof, or
  (ii) the Board of Directors acting by a majority vote of a quorum consisting of
  directors who are not parties to (or who have been wholly successful with
  respect to) such claim, action, suit or proceeding, finds that such director or
  officer has met the standards of conduct set forth in such Section 1 with
  respect thereto, or (iii) a court determines that he has met such standards
  with respect thereto, or (iv) independent legal counsel (who may be the regular
  counsel of the Company) deliver to the Company their written advice that, in
  their opinion, he has met such standards with respect thereto.
  
           SECTION 3.  Expenses incurred with respect to any claim, action, suit
  or proceeding of the character described in Section 1 of this Article VI may be
  advanced by the Company prior to the final disposition thereof upon receipt of
  an undertaking by or on behalf of the recipient to repay such amount unless it
  is ultimately determined that he is entitled to indemnification under this
  Article VI.
  
           SECTION 4.  The rights of indemnification under this Article VI shall
  be
  
  
  
  
  
                                        -5-
  <PAGE>   6
  in addition to any rights to which any such director or officer or any other
  person may otherwise be entitled by contract or as a matter of law.
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8.  Exhibits
  
           4.1     Registrant's Articles of Incorporation, as amended
                   (incorporated by reference to Exhibit 3.1 of the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended March 31,
                   1996)
  
           4.2     Registrant's amended and restated By-laws (incorporated by
                   reference to Exhibit 3.2 of the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended March 31, 1996, as amended
                   by Amendment No. 2 on Form 10-K/A-2)
  
           4.3     Rights Agreement dated as of December 5, 1995 between the
                   Registrant and First Chicago Trust Company of New York, as
                   Rights Agent (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A filed with the
                   Commission on December 15, 1996)
  
           5       Opinion of Durling & Durling
  
           23.1    Consent of Durling & Durling (included in Exhibit 5)
  
           23.2    Consent of Ernst & Young LLP, Independent Auditors
  
           23.3    Consent of KPMG Accountants N.V., Independent Auditors
  
           24      Power of Attorney from Certain Directors and Officers of
                   Registrant (included as part of the signature page of this
                   Registration Statement)
  
  Item 9.  Undertakings
  
                 (a)  the undersigned Registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being
  made of the securities registered hereby, a post-effective amendment to this
  Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; and (iii) to include any material information with
  
  
  
  
  
                                        -6-
  <PAGE>   7
  respect to the plan of distribution not previously disclosed in the
  Registration Statement or any material change to such information in the
  Registration Statement; provided, however, that the undertakings set forth in
  subparagraphs (i) and (ii) above do not apply if the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
  1934 Act that are incorporated by reference in this Registration Statement;
  
           (2)     That, for the purpose of determining any liability under the
  1933 Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering;
  
                   (b)      The undersigned Registrant hereby undertakes that:
  
           (1)     That, for the purpose of determining any liability under the
  1933 Act, each filing of the Registrant's annual report pursuant to Section
  13(a) or 15(d) of the 1934 Act that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  
  
  
  
                                        -7-
  <PAGE>   8
                   (c)      Insofar as indemnification for liabilities arising
  under the 1933 Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 1933 Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer of controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the 1933
  Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -8-
  <PAGE>   9
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New Orleans, State of Louisiana, on this 19th
  day of September, 1996.
  
                                          McDermott International, Inc.
                                          
                                          By       /s/ James L. Dutt             
                                                  -------------------------------
                                                  James L. Dutt  
                                                  Chairman of the Board,
                                                   Chief Executive Officer
                                                   and Director
  
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, S.  Wayne Murphy and John S. Tsai,
  jointly and severally, his attorneys-in-fact, each with power of substitution,
  for him in any and all capacities, to sign any amendments to this Registration
  Statement, and to file the same, with exhibits thereto and other documents in
  connection therewith, with the Commission, hereby ratifying and confirming all
  that each of said attorneys-in-fact, or his substitute or substitutes, may do
  or cause to be done by virtue hereof.
  
  
  
  
  
                                        -9-
  <PAGE>   10
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                    TITLE                            DATE   
  - ---------                    -----                            ----
  
  <S>                          <C>                              <C>
  /s/ James L. Dutt            Chairman of the Board            September 19, 1996
  - ------------------------      and Chief Executive             
  James L. Dutt                 Officer and Director            
                                (Principal Executive            
                                Officer and Authorized          
                                Representative in the           
                                United States)                  
                                                                      
  
  
  /s/ Daniel R. Gaubert        Vice President, Finance          September 19, 1996
  - ------------------------      and Controller (Principal       
  Daniel R. Gaubert             Financial and Principal                    
                                Accounting Officer)                        
                                                                        
  
  
  
  /s/ Thomas D. Barrow    
  - ------------------------  
  Thomas D. Barrow             Director                         September 19, 1996
  
  
  
  /s/ Theodore H. Black   
  - ------------------------
  Theodore H. Black            Director                         September 19, 1996
  
  
  
  /s/ John F. Bookout     
  - ------------------------
  John F. Bookout              Director                         September 19, 1996
  
  
  
                          
  - ------------------------                                      
  Philip J. Burguieres         Director                       
  
  
  
  
  - ------------------------
  Robert E. Howson             Director                        
  
  
  
  /s/ John W. Johnstone, Jr.
  - --------------------------
  John W. Johnstone, Jr.       Director                         September 19, 1996
  </TABLE>
  
  
  
  
  
                                        -10-
  <PAGE>   11
  
  <TABLE>
  <CAPTION>
  SIGNATURE                    TITLE                            DATE
  - ---------                    -----                            ----
  <S>                          <C>                              <C>
  /s/ J. Howard Macdonald 
  - ------------------------
  J. Howard Macdonald          Director                         September 19, 1996
  
  
  
  /s/ William McCollam, Jr.
  - -------------------------
  William McCollam, Jr.        Director                         September 19, 1996
  
  
  
  /s/ John N. Turner     
  - -----------------------
  John N. Turner               Director                         September 19, 1996
  </TABLE>
  
  
  
  
  
                                        -11-
  <PAGE>   12
                                   EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.                       Description                      
  - -----------                       -----------                      
  <S>              <C>                                               
   4.1             Registrant's Articles of Incorporation, as amended
                   (incorporated by reference to Exhibit 3.1 of the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended March 31,
                   1996)
              
   4.2             Registrant's amended and restated By-laws (incorporated by
                   reference to Exhibit 3.2 of the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended March 31, 1996, as amended
                   by Amendment No. 2 on Form 10-K/A-2)
                   
   4.3             Rights Agreement dated as of December 5, 1995 between the
                   Registrant and First Chicago Trust Company of New York, as
                   Rights Agent (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A filed with the
                   Commission on December 15, 1996)
  
   5               Opinion of Durling & Durling
                   
  23.1             Consent of Durling & Durling (included in Exhibit 5)
                   
  23.2             Consent of Ernst & Young LLP, Independent Auditors
                   
  23.3             Consent of KPMG Accountants N.V., Independent
                   Auditors 
                   
  24               Power of Attorney from Certain Directors and Officers of
                   Registrant (included as part of the signature page of this
                   Registration Statement)
  </TABLE>
  
  
  
  
  
                                        -12-
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metadata_filer: {"company-data": {"conformed-name": "MCDERMOTT INTERNATIONAL INC", "cik": "0000708819", "assigned-sic": "3510", "irs-number": "720593134", "state-of-incorporation": "R1", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12531", "film-number": "96633456"}, "business-address": {"street1": "1450 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045875400"}, "mail-address": {"street1": "1450 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70161"}}
text: 1
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC  20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
                           MCDERMOTT INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
         REPUBLIC OF PANAMA                72-0593134
         ------------------------------    ------------------------------------
         (State or other jurisdiction      (I.R.S. Employer Identification No.)
         of incorporation or organization)
         
         
         1450 POYDRAS STREET       NEW ORLEANS, LOUISIANA       70161
         ---------------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)
  
                      1996 OFFICER LONG-TERM INCENTIVE PLAN
                 -----------------------------------------------
                            (Full title of the plan)
  
                                 S. WAYNE MURPHY
                         Vice President, General Counsel
                             and Corporate Secretary
                              1450 Poydras Street,
                                 P.O. Box 61961
                          New Orleans, Louisiana 70161
                     (Name and address of agent for service)
  
                                 (504) 587-5400
          (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  ================================================================================
                                      Proposed        Proposed         
                           Amount     maximum         maximum         Amount of
   Title of securities                offering price  aggregate       registration
   to be registered                   per share(1)    offering price  fee
   [S]                     [C]        [C]             [C]             [C]
  - --------------------------------------------------------------------------------
   Common Stock ($1.00 
   par value)....          2,500,000  $20.875         $52,187,500     $17,994
  ================================================================================
  
  - ---------------------
  
      (1)    The proposed maximum aggregate offering price is based upon
  the average sales price on the New York Stock Exchange on September
  17, 1996.
  2
                                       PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information
  
           This Registration Statement relates to the registration of 2,500,000
  shares of the common stock, $1.00 par value per share (the "Common Stock"), of
  McDermott International, Inc. (the "Registrant") reserved for issuance under
  the Registrant's 1996 Officer Long-Term Incentive Plan.  The documents
  containing the information specified in Part I of Form S-8 will be sent or
  given to participants under the foregoing plan of the Registrant as specified
  by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "1933
  Act").  In accordance with Rule 428(a) of the 1933 Act and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities
  Exchange Commission (the "Commission") either as a part of this Registration
  Statement or as a prospectus or prospectus supplement pursuant to Rule 424
  under the 1933 Act.
  
  Item 2.  Registrant Information and Employee Plan Annual Information
  
           See response to Item 1 above.
  
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference
  
           The following documents previously filed with the Commission by the
  Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
  "1934 Act") (Commission File No. 1-8430) are incorporated herein by reference:
  
                                        -2-
  3
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal
  year ended March 31, 1996 filed with the Commission on June 6, 1996, as amended
  by Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on June
  20, 1996 and by Amendment No. 2 thereto on Form 10-K/A-2 filed with the
  Commission on July 12, 1996; 
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996 filed with the Commission on August 7, 1996; and
          
           (c)     The description of the Common Stock contained in the
  Registrant's Registration Statement on Form 8-A dated December 7, 1982 filed
  with the Commission and the description of the Registrant's preferred stock
  purchase rights registered on Form 8-A filed with the Commission on December
  15, 1995.
  
           All reports and other documents filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
  this Registration Statement and prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated herein by reference and to be a part hereof from the respective
  date of filing of each such document.
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Article VI of the By-laws of the Registrant provides for the
  indemnification of officers and directors as follows:
  
                                        -3-
  4
                                    Article VI
  
                                 Indemnification
  
           SECTION 1.  Each person (and the heirs, executors and administrators
  of such person) who is or was a director or officer of the Company shall in
  accordance with Section 2 of this Article VI be indemnified by the Company
  against any and all liability and reasonable expense that may be paid or
  incurred by him in connection with or resulting from any actual or threatened
  claim, action, suit or proceeding (whether brought by or in the right of the
  Company or otherwise), civil, criminal, administrative or investigative, or in
  connection with an appeal relating thereto, in which he may become involved, as
  a party or otherwise, by reason of his being or having been a director or
  officer of the Company or, if he shall be serving or shall have served in such
  capacity at the request of the Company, a director, officer, employee or agent
  of another corporation or any partnership, joint venture, trust or other entity
  whether or not he continues to be such at the time such liability or expense
  shall have been paid or incurred, provided such person acted, in good faith, in
  a manner he reasonably believed to be in or not opposed to the best interest of
  the Company and in addition, in criminal actions or proceedings, had no
  reasonable cause to believe that his conduct was unlawful.  As used in this
  Article VI, the terms, "liability" and "expense" shall include, but shall not
  be limited to, counsel fees and disbursements and amounts of judgments, fines
  or penalties against, and amounts paid in settlement by, such director or
  officer.  The termination of any actual or threatened claim, action, suit or
  proceeding, civil, criminal, administrative, or investigative, by judgment,
  settlement (whether with or without court approval), conviction or upon a plea
  of guilty or nolo contendere, or its equivalent, shall not create a
  
                                        -4-
  5
  presumption that such director or officer did not meet the standards of conduct
  set forth in this Section 1.
  
           SECTION 2.  Every such director and officer shall be entitled to
  indemnification under Section 1 of this Article VI with respect to any claim,
  action, suit or proceeding of the character described in such Section 1 in
  which he may become in any way involved as set forth in such Section 1, if (i)
  he has been wholly successful on the merits or otherwise in respect thereof, or
  (ii) the Board of Directors acting by a majority vote of a quorum consisting of
  directors who are not parties to (or who have been wholly successful with
  respect to) such claim, action, suit or proceeding, finds that such director or
  officer has met the standards of conduct set forth in such Section 1 with
  respect thereto, or (iii) a court determines that he has met such standards
  with respect thereto, or (iv) independent legal counsel (who may be the regular
  counsel of the Company) deliver to the Company their written advice that, in
  their opinion, he has met such standards with respect thereto.
  
           SECTION 3.  Expenses incurred with respect to any claim, action, suit
  or proceeding of the character described in Section 1 of this Article VI may be
  advanced by the Company prior to the final disposition thereof upon receipt of
  an undertaking by or on behalf of the recipient to repay such amount unless it
  is ultimately determined that he is entitled to indemnification under this
  Article VI.
  
           SECTION 4.  The rights of indemnification under this Article VI shall
  be
  
                                        -5-
  6
  in addition to any rights to which any such director or officer or any other
  person may otherwise be entitled by contract or as a matter of law.
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8.  Exhibits
  
           4.1     Registrant's Articles of Incorporation, as amended
                   (incorporated by reference to Exhibit 3.1 of the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended March 31,
                   1996)
  
           4.2     Registrant's amended and restated By-laws (incorporated by
                   reference to Exhibit 3.2 of the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended March 31, 1996, as amended
                   by Amendment No. 2 on Form 10-K/A-2)
  
           4.3     Rights Agreement dated as of December 5, 1995 between the
                   Registrant and First Chicago Trust Company of New York, as
                   Rights Agent (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A filed with the
                   Commission on December 15, 1996)
  
           5       Opinion of Durling & Durling
  
           23.1    Consent of Durling & Durling (included in Exhibit 5)
  
           23.2    Consent of Ernst & Young LLP, Independent Auditors
  
           23.3    Consent of KPMG Accountants N.V., Independent Auditors
  
           24      Power of Attorney from Certain Directors and Officers of
                   Registrant (included as part of the signature page of this
                   Registration Statement)
  
  Item 9.  Undertakings
  
                 (a)  the undersigned Registrant hereby undertakes:
  
           (1)   To file, during any period in which offers or sales are being
  made of the securities registered hereby, a post-effective amendment to this
  Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; and (iii) to include any material information with
  
                                        -6-
  7
  respect to the plan of distribution not previously disclosed in the
  Registration Statement or any material change to such information in the
  Registration Statement; provided, however, that the undertakings set forth in
  subparagraphs (i) and (ii) above do not apply if the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
  1934 Act that are incorporated by reference in this Registration Statement;
  
           (2)     That, for the purpose of determining any liability under the
  1933 Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering;
  
                   (b)      The undersigned Registrant hereby undertakes that:
  
           (1)     That, for the purpose of determining any liability under the
  1933 Act, each filing of the Registrant's annual report pursuant to Section
  13(a) or 15(d) of the 1934 Act that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
                                        -7-
  8
                   (c)      Insofar as indemnification for liabilities arising
  under the 1933 Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 1933 Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer of controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the 1933
  Act and will be governed by the final adjudication of such issue.
  
                                        -8-
  9
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New Orleans, State of Louisiana, on this 19th
  day of September, 1996.
  
                                          McDermott International, Inc.
                                          
                                          By       /s/ James L. Dutt             
                                                  -------------------------------
                                                  James L. Dutt  
                                                  Chairman of the Board,
                                                   Chief Executive Officer
                                                   and Director
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, S.  Wayne Murphy and John S. Tsai,
  jointly and severally, his attorneys-in-fact, each with power of substitution,
  for him in any and all capacities, to sign any amendments to this Registration
  Statement, and to file the same, with exhibits thereto and other documents in
  connection therewith, with the Commission, hereby ratifying and confirming all
  that each of said attorneys-in-fact, or his substitute or substitutes, may do
  or cause to be done by virtue hereof.
  
                                        -9-
  10
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                    TITLE                            DATE   
  - ---------                    -----                            ----
  /s/ James L. Dutt            Chairman of the Board            September 19, 1996
  - ------------------------      and Chief Executive             
  James L. Dutt                 Officer and Director            
                                (Principal Executive            
                                Officer and Authorized          
                                Representative in the           
                                United States)                  
                                                                      
  
  /s/ Daniel R. Gaubert        Vice President, Finance          September 19, 1996
  - ------------------------      and Controller (Principal       
  Daniel R. Gaubert             Financial and Principal                    
                                Accounting Officer)                        
                                                                        
  
  /s/ Thomas D. Barrow    
  - ------------------------  
  Thomas D. Barrow             Director                         September 19, 1996
  
  /s/ Theodore H. Black   
  - ------------------------
  Theodore H. Black            Director                         September 19, 1996
  
  /s/ John F. Bookout     
  - ------------------------
  John F. Bookout              Director                         September 19, 1996
  
                          
  - ------------------------                                      
  Philip J. Burguieres         Director                       
  
  - ------------------------
  Robert E. Howson             Director                        
  
  /s/ John W. Johnstone, Jr.
  - --------------------------
  John W. Johnstone, Jr.       Director                         September 19, 1996
  -10-
  11
  SIGNATURE                    TITLE                            DATE
  - ---------                    -----                            ----
  /s/ J. Howard Macdonald 
  - ------------------------
  J. Howard Macdonald          Director                         September 19, 1996
  
  /s/ William McCollam, Jr.
  - -------------------------
  William McCollam, Jr.        Director                         September 19, 1996
  
  /s/ John N. Turner     
  - -----------------------
  John N. Turner               Director                         September 19, 1996
  -11-
  12
                                   EXHIBIT INDEX
  Exhibit No.                       Description                      
  - -----------                       -----------
  4.1             Registrant's Articles of Incorporation, as amended
                   (incorporated by reference to Exhibit 3.1 of the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended March 31,
                   1996)
              
   4.2             Registrant's amended and restated By-laws (incorporated by
                   reference to Exhibit 3.2 of the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended March 31, 1996, as amended
                   by Amendment No. 2 on Form 10-K/A-2)
                   
   4.3             Rights Agreement dated as of December 5, 1995 between the
                   Registrant and First Chicago Trust Company of New York, as
                   Rights Agent (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A filed with the
                   Commission on December 15, 1996)
  
   5               Opinion of Durling & Durling
                   
  23.1             Consent of Durling & Durling (included in Exhibit 5)
                   
  23.2             Consent of Ernst & Young LLP, Independent Auditors
                   
  23.3             Consent of KPMG Accountants N.V., Independent
                   Auditors 
                   
  24               Power of Attorney from Certain Directors and Officers of
                   Registrant (included as part of the signature page of this
                   Registration Statement)
  -12-