Mcdermott International Inc - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WILKINSON BRUCE W	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 __ X __ Officer (give title below)      _____ Other (specify below) Chairman and CEO
(Last)          (First)          (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 12/3/2007
(Street) HOUSTON, TX 77079 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/3/2007		M (1)		140000	A	$4.8333	855794	D
Common Stock	12/3/2007		S (1)		140000	D	(2) (3) (4)	715794	D
Common Stock								10202   (5)	I	401 K Plan

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 Option (Right to Buy)	$4.8333	12/3/2007		M  (1)			140000	(6)	3/6/2012	Common Stock	140000	$0	38100	D

Explanation of Responses:
( 1)	The sale and underlying exercise reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2007.
( 2)	The stock was sold in multiple transactions at the following prices: 400 @ $51.36; 400 @ $51.37; 200 @ $51.46; 100 @ $51.47; 700 @ $51.48; 800 @ $51.50; 400 @ $51.51; 600 @ $51.52; 1300 @ $51.53; 300 @ $51.54; 400 @ $51.55; 800 @ $51.56; 400 @ $51.57; 800 @ $51.70; 200 @ $51.72; 100 @ $51.74; 100 @ $51.77; 400 @ $51.84; 400 @ $51.94; 400 @ $51.96; 1200 @ $51.97; 1600 @ $51.99; 1500 @ $52.00; 400 @ $52.01; 1700 @ $52.02; 2000 @ $52.03; 2200 @ $52.04; 600 @ $52.05; 2100 @ $52.06; 1400 @ $52.08; 2900 @ $52.09; 7500 @ $52.10; 1628 @ $52.11; 1000 @ $52.12; 500 @ $52.13; 400 @ $52.14; 800 @ $52.15; 400 @ $52.17; 1600 @ $52.18; 400 @ $52.19; 400 @ $52.20; 800 @ $52.21; 400 @ $52.22; 900 @ $52.23; 100 @ $52.24; 1300 @ $52.25; 300 @ $52.26; 600 @ $52.27; 1300 @ $52.28; 2000 @ $52.29; 1300 @ $52.30; 1300 @ $52.31; 500 @ $52.32; 1800 @ $52.33; 700 @ $52.34; 500 @ $52.35; 1500 @ $52.36; 1000 @ $52.37; 1100 @ $52.38; 1000 @ $52.39; continued on footnote no. 3
( 3)	continued from footnote no. 2; 1200 @ $52.40; 600 @ $52.41; 700 @ $52.42; 1300 @ $52.43; 2000 @ $52.44; 1500 @ $52.45; 2200 @ $52.46; 400 @ $52.47; 800 @ $52.48; 200 @ $52.49; 1500 @ $52.50; 800 @ $52.51; 500 @ $52.52; 1300 @ $52.53; 300 @ $52.54; 800 @ $52.55; 2100 @ $52.56; 1000 @ $52.57; 1500 @ $52.58; 2000 @ $52.59; 1800 @ $52.60; 300 @ $52.61; 400 @ $52.62; 800 @ $52.63; 1500 @ $52.64; 100 @ $52.65; 2200 @ $52.66; 900 @ $52.69; 1400 @ $52.70; 1400 @ $52.71; 1600 @ $52.72; 800 @ $52.75; 1200 @ $52.78; 700 @ $52.79; 2100 @ $52.80; 600 @ $52.81; 1800 @ $52.82; 2500 @ $52.83; 1378 @ $52.84; 800 @ $52.85; 900 @ $52.86; 1000 @ $52.87; 300 @ $52.88; 800 @ $52.89; 400 @ $52.90; 400 @ $52.91; 700 @ $52.92; 300 @ $52.94; 200 @ $52.95; 1100 @ $52.96; 1100 @ $52.97; 770 @ $52.98; 1600 @ $52.99; 1030 @ $53.00; 1600 @ $53.01; 300 @ $53.02; 494 @ $53.03; 1200 @ $53.04; 2800 @ $53.06; 1500 @ $53.07; 1300 @ $53.08; 1000 @ $53.09; continued on footnote no. 4
( 4)	continued from footnote no. 3; 400 @ $53.14; 300 @ $53.15; 1100 @ $53.18; 400 @ $53.23; 1200 @ $53.24; 400 @ $53.25; 300 @ $53.26; 400 @ $53.29; 600 @ $53.30; 200 @ $53.31; 800 @ $53.32; 700 @ $53.33; 600 @ $53.34; 1300 @ $53.36; 800 @ $53.37; 1900 @ $53.39; 600 @ $53.42 and 400 @ $53.46.
( 5)	Based upon units held in 401K Plan and the fair market value of Common Stock as of December 3, 2007.
( 6)	This option vested in three equal installments on March 6, 2003, 2004 and 2005.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILKINSON BRUCE W C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY HOUSTON, TX 77079	X		Chairman and CEO

Signatures
Liane K. Hinrichs, by power of attorney		12/5/2007
** Signature of Reporting Person		Date

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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.