- 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: February 28, 2011 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 * BROWN ROGER A	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 (MM/DD/YYYY) 8/2/2010
(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

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 Options (right to buy)	$3.35	8/2/2010		J   (1)	V	291		(2)	2/24/2015	Common Stock	291	$0	291	D
Stock Options (right to buy)	$3.43	8/2/2010		J   (3)	V	5233		(2)	5/4/2015	Common Stock	5233	$0	5233	D
Stock Options (right to buy)	$3.47	8/2/2010		J   (4)	V	29073		(2)	5/12/2015	Common Stock	29073	$0	29073	D
Stock Options (right to buy)	$10.79	8/2/2010		J   (5)	V	1744		(2)	5/3/2016	Common Stock	1744	$0	1744	D
Stock Options (right to buy)	$14.89	8/2/2010		J   (6)	V	1744		(2)	5/4/2017	Common Stock	1744	$0	1744	D

Explanation of Responses:
( 1)	These options were originally reported as covering 50 shares at an exercise price of $19.475 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 75 shares at an exercise price of $12.9833 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 150 shares at an exercise price of $6.4917 per share, and these options were then adjusted in connection with the July 30, 2010 spin-off of The Babcock & Wilcox Company (the "Spin-off").
( 2)	100% of the options are vested.
( 3)	These options were originally reported as covering 900 shares at an exercise price of $19.935 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 1,350 shares at an exercise price of $13.29 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 2,700 shares at an exercise price of $6.645 per share, and these options were then adjusted in connection with the Spin-off.
( 4)	These options were originally reported as covering 5,000 shares at an exercise price of $20.18 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 7,500 shares at an exercise price of $13.4533 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 15,000 shares at an exercise price of $6.7267 per share, and these options were then adjusted in connection with the Spin-off.
( 5)	These options were originally reported as covering 300 shares at an exercise price of $62.75 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 450 shares at an exercise price of $41.8333 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 900 shares at an exercise price of $20.9167 per share, and these options were then adjusted in connection with the Spin-off.
( 6)	These options were originally reported as covering 450 shares at an exercise price of $57.735 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 900 shares at an exercise price of $28.8675 per share, and these options were then adjusted in connection with the Spin-off.

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

Signatures
Liane K. Hinrichs, by power of attorney		1/31/2011
** 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.
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