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): January 1, 2010




McDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



REPUBLIC OF PANAMA

001-08430

72-0593134

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



777 N. Eldridge Parkway, Houston, Texas

 

77079

(Address of principal executive offices)

  (Zip Code)


Registrant’s Telephone Number, including Area Code:  (281) 870-5901

_______________________________________________________

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))

_______________________________________________________


Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the previously announced appointment of McDermott International, Inc. (“McDermott”), Mr. Stephen M. Johnson became President and Chief Executive Officer of one of McDermott’s principal operating subsidiaries, J. Ray McDermott, S.A. (“J. Ray”), effective January 1, 2010.  Mr. Robert A. Deason, J. Ray’s former President and Chief Executive Officer, will remain an officer until March 31, 2010.


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/ Dennis S. Baldwin

Dennis S. Baldwin

Vice President and Chief Accounting Officer

 
 

 

January 5, 2010

2