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):  February 5, 2009



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


 
(Former name or former address, if changed since last report)

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 2.02     Results of Operations and Financial Condition.

On February 5, 2009, we issued a press release announcing information regarding our financial condition for the quarter and year ended December 31, 2008.  A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.  

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits
 
99.1 Press Release dated February 5, 2009.


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

 

 

February 5, 2009




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