Ownership Submission
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 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 *
CAMBRE RONALD C
   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 (Month/Day/Year)
08/21/2006
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/21/2006   M   450 A $ 10.4792 15,459 D  
Common Stock 08/21/2006   S   450 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   1,350 A $ 13.29 16,359 D  
Common Stock 08/21/2006   S   1,350 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   2,500 A $ 13.4533 17,509 D  
Common Stock 08/21/2006   S   2,500 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   450 A $ 5.8233 15,459 D  
Common Stock 08/21/2006   S   450 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   5,000 A $ 5.0166 20,009 D  
Common Stock 08/21/2006   S   5,000 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   1,350 A $ 3.3 16,359 D  
Common Stock 08/21/2006   S   1,350 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   188 A $ 5.6066 15,197 D  
Common Stock 08/21/2006   S   188 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   1,350 A $ 7.7656 16,359 D  
Common Stock 08/21/2006   S   1,350 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   7,500 A $ 7.1733 22,509 D  
Common Stock 08/21/2006   S   7,500 D $ 49.9 15,009 D  
Common Stock 08/21/2006   M   1,762 A $ 3.3 16,771 D  
Common Stock 08/21/2006   S   1,762 D (1) 15,009 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 Options (Right to Buy) $ 10.4792 (3) 08/21/2006   M     450 (3) 11/01/2002 05/01/2012 Common Stock 450 (3) $ 0 0 (3) D  
Stock Options (Right to Buy) $ 13.29 (4) 08/21/2006   M     1,350 (4) 11/04/2005 05/04/2015 Common Stock 1,350 (4) $ 0 0 (4) D  
Stock Options (Right to Buy) $ 13.4533 (5) 08/21/2006   M     2,500 (5)   (6) 05/12/2015 Common Stock 2,500 (5) $ 0 5,000 (5) D  
Stock Options (Right to Buy) $ 5.8233 (7) 08/21/2006   M     450 (7) 11/05/2004 05/05/2014 Common Stock 450 (7) $ 0 0 (7) D  
Stock Options (Right to Buy) $ 5.0166 (8) 08/21/2006   M     5,000 (8)   (9) 05/13/2014 Common Stock 5,000 (8) $ 0 2,500 (8) D  
Stock Options (Right to Buy) $ 3.3 (10) 08/21/2006   M     1,350 (10) 11/09/2003 05/09/2013 Common Stock 1,350 (10) $ 0 0 (10) D  
Stock Options (Right to Buy) $ 5.6066 (11) 08/21/2006   M     188 (11) 06/06/2001 12/06/2010 Common Stock 188 (11) $ 0 0 (11) D  
Stock Options (Right to Buy) $ 7.7656 (12) 08/21/2006   M     1,350 (12) 11/04/2001 05/04/2011 Common Stock 1,350 (12) $ 0 0 (12) D  
Stock Options (Right to Buy) $ 7.1733 (13) 08/21/2006   M     7,500 (13) 11/01/2002 08/10/2011 Common Stock 7,500 (13) $ 0 0 (13) D  
Stock Options (Right to Buy) $ 3.3 (14) 08/21/2006   M     1,762 (14)   (15) 05/09/2013 Common Stock 1,762 (14) $ 0 13,238 (14) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAMBRE RONALD C
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079		   X      

Signatures

 Liane K. Hinrichs, Attorney-in-Fact   08/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The stock was sold in multiple transactions at the following prices: 500 shares sold at $49.95 and 1,262 shares sold at $49.90.
(2) The reporting person's ownership of common stock has been adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
(3) This option was previously reported as covering 300 shares at an exercise price of $15.7188 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
(4) This option was previously reported as covering 900 shares at an exercise price of $19.935 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
(5) 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.
(6) The options provided for vesting in three equal installments on May 12, 2006, 2007 and 2008.
(7) 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.
(8) 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.
(9) The options provided for vesting in three equal installments on May 13, 2005, 2006 and 2007.
(10) This option 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.
(11) This option was previously reported as covering 125 shares at an exercise price of $8.41 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 900 shares at an exercise price of $11.6484 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 5000 shares at an exercise price of $10.76 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 10000 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.
(15) The options provided for vesting in three equal installments on May 9, 2004, 2005 and 2006.

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