<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933


                         MCDERMOTT INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)
            ------------------------------------------------------



     REPUBLIC OF PANAMA                  72-0593134
     -----------------------------       ------------------------------------
     (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)


     1450 POYDRAS STREET       NEW ORLEANS, LOUISIANA       70161
     _____________________________________________________________________
     (Address of principal executive offices)        (Zip Code)


                          1997 DIRECTOR STOCK PROGRAM
                -----------------------------------------------
                           (Full title of the plan)

                                S. WAYNE MURPHY
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                             1450 Poydras Street,
                                P.O. Box 61961
                         New Orleans, Louisiana 70161
                    (Name and address of agent for service)

                                (504) 587-5400
         (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE
========================================================================== 
                                Proposed      Proposed
                       Amount   maximum       maximum         Amount of
Title of securities             offering      aggregate       registration
 to be                          price         offering        fee
registered                      per share/1/  price
--------------------------------------------------------------------------
Common Stock ($1.00
 par value)..........  100,000  $33.8125      $3,381,250.00   $1,024.52
 
==========================================================================


---------------------
     /1/  The proposed maximum aggregate offering price is based upon the
average sales price on the New York Stock Exchange on October 28, 1997.
<PAGE>
 
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement relates to the registration of 100,000 shares
of the common stock, $1.00 par value per share (the "Common Stock"), of
McDermott International, Inc. (the "Registrant") reserved for issuance under the
Registrant's 1997 Director Stock Program.  The documents containing the
information specified in Part I of Form S-8 will be sent or given to
participants under the foregoing plan of the Registrant as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "1933 Act").  In
accordance with Rule 428(a) of the 1933 Act and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities Exchange
Commission (the "Commission") either as a part of this Registration Statement or
as a prospectus or prospectus supplement pursuant to Rule 424 under the 1933
Act.

Item 2.  Registrant Information and Employee Plan Annual Information
         See response to Item 1 above.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (Commission File No. 1-8430) are incorporated herein by reference:

                                      -2-
<PAGE>
 
     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 filed with the Commission on July 14, 1997, as amended by
Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on July 29,
1997; and
     
     (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997 filed with the Commission on August 7, 1997.

     (c) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A dated December 7, 1982 filed with the
Commission and the description of the Registrant's preferred stock purchase
rights registered on Form 8-A filed with the Commission on December 15, 1995.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

Item 4.  Description of Securities
         Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         Not Applicable.

Item 6.  Indemnification of Directors and Officers
         Article VI of the By-laws of the Registrant provides for the

                                      -3-
<PAGE>
 
indemnification of officers and directors as follows:
         
                                  Article VI

                                Indemnification
                                ---------------

     SECTION 1.  Each person (and the heirs, executors and administrators of
such person) who is or was a director or officer of the Company shall in
accordance with Section 2 of this Article VI be indemnified by the Company
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Company or otherwise), civil, criminal, administrative or investigative, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director or
officer of the Company or, if he shall be serving or shall have served in such
capacity at the request of the Company, a director, officer, employee or agent
of another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Company and in addition, in criminal actions or proceedings, had no
reasonable cause to believe that his conduct was unlawful.  As used in this
Article VI, the terms, "liability" and "expense" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, such director or officer.
The termination of any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, or investigative, by judgment, settlement
(whether with or without court approval), conviction or upon a plea

                                      -4-
<PAGE>
 
of guilty or nolo contendere, or its equivalent, shall not create a presumption
that such director or officer did not meet the standards of conduct set forth in
this Section 1.

     SECTION 2.  Every such director and officer shall be entitled to
indemnification under Section 1 of this Article VI with respect to any claim,
action, suit or proceeding of the character described in such Section 1 in which
he may become in any way involved as set forth in such Section 1, if (i) he has
been wholly successful on the merits or otherwise in respect thereof, or (ii)
the Board of Directors acting by a majority vote of a quorum consisting of
directors who are not parties to (or who have been wholly successful with
respect to) such claim, action, suit or proceeding, finds that such director or
officer has met the standards of conduct set forth in such Section 1 with
respect thereto, or (iii) a court determines that he has met such standards with
respect thereto, or (iv) independent legal counsel (who may be the regular
counsel of the Company) deliver to the Company their written advice that, in
their opinion, he has met such standards with respect thereto.

     SECTION 3.  Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this Article VI may be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
Article VI.

     SECTION 4.  The rights of indemnification under this Article VI shall be in
addition to any rights to which any such director or officer or any other person
may otherwise be entitled by contract or as a matter of law.

                                      -5-
<PAGE>
 
Item 7.  Exemption from Registration Claimed
         Not Applicable.

Item 8.  Exhibits

     4.1  Registrant's Articles of Incorporation, as amended (incorporated by
          reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-
          K for the fiscal year ended March 31, 1996)

     4.2  Registrant's amended and restated By-laws (incorporated by reference
          to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1996, as amended by Amendment No. 2 on
          Form 10-K/A-2)

     4.3  Rights Agreement dated as of December 5, 1995 between the Registrant
          and First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 1 to the Registrant's
          Registration Statement on Form 8-A filed with the Commission on
          December 15, 1995), as amended by an Amendment To Rights Agreement
          dated July 31, 1997

     5    Opinion of Durling & Durling
     23.1 Consent of Durling & Durling (included in Exhibit 5)
     23.2 Consent of Ernst & Young LLP, Independent Auditors
     24   Power of Attorney from Certain Directors and Officers of Registrant
          (included as part of the signature page of this Registration
          Statement)

Item 9.  Undertakings
          
           (a)  the undersigned Registrant hereby undertakes:

                                      -6-
<PAGE>
 
     (1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that the undertakings set forth in subparagraphs
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

                                      -7-
<PAGE>
 
           (b) The undersigned Registrant hereby undertakes that:

     (1) That, for the purpose of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
          
           (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      -8-
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on this 28th day of
October, 1997.

                                    McDermott International, Inc.

                                    By    /s/ Roger E. Tetrault
                                         -------------------------------
                                         Roger E. Tetrault
                                         Chairman of the Board,
                                         Chief Executive Officer
                                         and Director

                                      -9-
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, S. Wayne Murphy and John S. Tsai, jointly and
severally, his attorneys-in-fact, each with power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


SIGNATURE                       TITLE                           DATE
---------                       -----                           ----


/s/ Roger E. Tetrault           Chairman of the Board      October 28, 1997
---------------------------     and Chief Executive                   
Roger E. Tetrault               Officer, and Director   
                                (Principal Executive   
                                Officer and Authorized 
                                Representative in the  
                                United States)
                                                      
 
/s/ Daniel R. Gaubert           Senior Vice President      October 28, 1997
---------------------------     and Chief Financial                   
Daniel R. Gaubert               Officer (Principal      
                                Financial and      
                                Accounting Officer)
                                                  

/s/ Theodore H. Black           Director                   October 28, 1997
---------------------------                                   
Theodore H. Black


/s/ Philip J. Burguieres        Director                   October 28, 1997
---------------------------                                   
Philip J. Burguieres


___________________________     Director
Bruce DeMars


/s/ Robert L. Howard            Director                   October 28, 1997
---------------------------                                   
Robert L. Howard

                                      -10-
<PAGE>
 
SIGNATURE                       TITLE                           DATE
---------                       -----                           ----


/s/ John W. Johnstone, Jr.      Director                   October 28, 1997
--------------------------
John W. Johnstone, Jr.


/s/ William McCollam, Jr.       Director                   October 28, 1997
-------------------------
William McCollam, Jr.


/s/ John N. Turner              Director                   October 28, 1997
----------------------------
John N. Turner


/s/ Richard E. Woolbert         Executive Vice             October 28, 1997 
----------------------------    President,  Chief   
Richard E. Woolbert             Administrative      
                                Officer and Director 
                                                   

                                      -11-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



Exhibit No.                       Description
-----------                       -----------

4.1            Registrant's Articles of Incorporation, as amended (incorporated
               by reference to Exhibit 3.1 of the Registrant's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1996)

4.2            Registrant's amended and restated By-laws (incorporated by
               reference to Exhibit 3.2 of the Registrant's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1996, as amended by
               Amendment No. 2 on Form 10-K/A-2)

4.3            Rights Agreement dated as of December 5, 1995 between the
               Registrant and First Chicago Trust Company of New York, as Rights
               Agent (incorporated by reference to Exhibit 1 to the Registrant's
               Registration Statement on Form 8-A filed with the Commission on
               December 15, 1995), as amended by an Amendment To Rights
               Agreement dated July 31, 1997

5              Opinion of Durling & Durling

23.1           Consent of Durling & Durling (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP, Independent
               Auditors

24             Power of Attorney from Certain Directors
               and Officers of Registrant (included as
               part of the signature page of this
               Registration Statement)

                                      -12-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19967}]
{"company-data": {"conformed-name": "MCDERMOTT INTERNATIONAL INC", "cik": "0000708819", "assigned-sic": "3510", "irs-number": "720593134", "state-of-incorporation": "R1", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39089", "film-number": "97703848"}, "business-address": {"street1": "1450 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045875400"}, "mail-address": {"street1": "1450 POYDRAS ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70161"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                         MCDERMOTT INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)
            ------------------------------------------------------

     REPUBLIC OF PANAMA                  72-0593134
     -----------------------------       ------------------------------------
     (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

     1450 POYDRAS STREET       NEW ORLEANS, LOUISIANA       70161
     _____________________________________________________________________
     (Address of principal executive offices)        (Zip Code)

                          1997 DIRECTOR STOCK PROGRAM
                -----------------------------------------------
                           (Full title of the plan)

                                S. WAYNE MURPHY
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                             1450 Poydras Street,
                                P.O. Box 61961
                         New Orleans, Louisiana 70161
                    (Name and address of agent for service)

                                (504) 587-5400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
========================================================================== 
                                Proposed      Proposed
                       Amount   maximum       maximum         Amount of
Title of securities             offering      aggregate       registration
 to be                          price         offering        fee
registered                      per share/1/  price
--------------------------------------------------------------------------
Common Stock ($1.00
 par value)..........  100,000  $33.8125      $3,381,250.00   $1,024.52
 
==========================================================================

---------------------
     /1/  The proposed maximum aggregate offering price is based upon the
average sales price on the New York Stock Exchange on October 28, 1997.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     This Registration Statement relates to the registration of 100,000 shares
of the common stock, $1.00 par value per share (the "Common Stock"), of
McDermott International, Inc. (the "Registrant") reserved for issuance under the
Registrant's 1997 Director Stock Program.  The documents containing the
information specified in Part I of Form S-8 will be sent or given to
participants under the foregoing plan of the Registrant as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "1933 Act").  In
accordance with Rule 428(a) of the 1933 Act and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities Exchange
Commission (the "Commission") either as a part of this Registration Statement or
as a prospectus or prospectus supplement pursuant to Rule 424 under the 1933
Act.

Item 2.  Registrant Information and Employee Plan Annual Information
         See response to Item 1 above.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (Commission File No. 1-8430) are incorporated herein by reference:

                                      -2-
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 filed with the Commission on July 14, 1997, as amended by
Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on July 29,
1997; and
     
     (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997 filed with the Commission on August 7, 1997.

     (c) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A dated December 7, 1982 filed with the
Commission and the description of the Registrant's preferred stock purchase
rights registered on Form 8-A filed with the Commission on December 15, 1995.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

Item 4.  Description of Securities
         Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         Not Applicable.

Item 6.  Indemnification of Directors and Officers
         Article VI of the By-laws of the Registrant provides for the

                                      -3-
indemnification of officers and directors as follows:
         
                                  Article VI

                                Indemnification
                                ---------------

     SECTION 1.  Each person (and the heirs, executors and administrators of
such person) who is or was a director or officer of the Company shall in
accordance with Section 2 of this Article VI be indemnified by the Company
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Company or otherwise), civil, criminal, administrative or investigative, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director or
officer of the Company or, if he shall be serving or shall have served in such
capacity at the request of the Company, a director, officer, employee or agent
of another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Company and in addition, in criminal actions or proceedings, had no
reasonable cause to believe that his conduct was unlawful.  As used in this
Article VI, the terms, "liability" and "expense" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, such director or officer.
The termination of any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, or investigative, by judgment, settlement
(whether with or without court approval), conviction or upon a plea

                                      -4-
of guilty or nolo contendere, or its equivalent, shall not create a presumption
that such director or officer did not meet the standards of conduct set forth in
this Section 1.

     SECTION 2.  Every such director and officer shall be entitled to
indemnification under Section 1 of this Article VI with respect to any claim,
action, suit or proceeding of the character described in such Section 1 in which
he may become in any way involved as set forth in such Section 1, if (i) he has
been wholly successful on the merits or otherwise in respect thereof, or (ii)
the Board of Directors acting by a majority vote of a quorum consisting of
directors who are not parties to (or who have been wholly successful with
respect to) such claim, action, suit or proceeding, finds that such director or
officer has met the standards of conduct set forth in such Section 1 with
respect thereto, or (iii) a court determines that he has met such standards with
respect thereto, or (iv) independent legal counsel (who may be the regular
counsel of the Company) deliver to the Company their written advice that, in
their opinion, he has met such standards with respect thereto.

     SECTION 3.  Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this Article VI may be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
Article VI.

     SECTION 4.  The rights of indemnification under this Article VI shall be in
addition to any rights to which any such director or officer or any other person
may otherwise be entitled by contract or as a matter of law.

                                      -5-
Item 7.  Exemption from Registration Claimed
         Not Applicable.

Item 8.  Exhibits

     4.1  Registrant's Articles of Incorporation, as amended (incorporated by
          reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-
          K for the fiscal year ended March 31, 1996)

     4.2  Registrant's amended and restated By-laws (incorporated by reference
          to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1996, as amended by Amendment No. 2 on
          Form 10-K/A-2)

     4.3  Rights Agreement dated as of December 5, 1995 between the Registrant
          and First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 1 to the Registrant's
          Registration Statement on Form 8-A filed with the Commission on
          December 15, 1995), as amended by an Amendment To Rights Agreement
          dated July 31, 1997

     5    Opinion of Durling & Durling
     23.1 Consent of Durling & Durling (included in Exhibit 5)
     23.2 Consent of Ernst & Young LLP, Independent Auditors
     24   Power of Attorney from Certain Directors and Officers of Registrant
          (included as part of the signature page of this Registration
          Statement)

Item 9.  Undertakings
          
           (a)  the undersigned Registrant hereby undertakes:

                                      -6-
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that the undertakings set forth in subparagraphs
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

                                      -7-
(b) The undersigned Registrant hereby undertakes that:

     (1) That, for the purpose of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
          
           (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      -8-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on this 28th day of
October, 1997.

                                    McDermott International, Inc.

                                    By    /s/ Roger E. Tetrault
                                         -------------------------------
                                         Roger E. Tetrault
                                         Chairman of the Board,
                                         Chief Executive Officer
                                         and Director

                                      -9-
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, S. Wayne Murphy and John S. Tsai, jointly and
severally, his attorneys-in-fact, each with power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                       TITLE                           DATE
---------                       -----                           ----

/s/ Roger E. Tetrault           Chairman of the Board      October 28, 1997
---------------------------     and Chief Executive                   
Roger E. Tetrault               Officer, and Director   
                                (Principal Executive   
                                Officer and Authorized 
                                Representative in the  
                                United States)
                                                      
 
/s/ Daniel R. Gaubert           Senior Vice President      October 28, 1997
---------------------------     and Chief Financial                   
Daniel R. Gaubert               Officer (Principal      
                                Financial and      
                                Accounting Officer)
                                                  

/s/ Theodore H. Black           Director                   October 28, 1997
---------------------------                                   
Theodore H. Black

/s/ Philip J. Burguieres        Director                   October 28, 1997
---------------------------                                   
Philip J. Burguieres

___________________________     Director
Bruce DeMars

/s/ Robert L. Howard            Director                   October 28, 1997
---------------------------                                   
Robert L. Howard

                                      -10-
SIGNATURE                       TITLE                           DATE
---------                       -----                           ----

/s/ John W. Johnstone, Jr.      Director                   October 28, 1997
--------------------------
John W. Johnstone, Jr.

/s/ William McCollam, Jr.       Director                   October 28, 1997
-------------------------
William McCollam, Jr.

/s/ John N. Turner              Director                   October 28, 1997
----------------------------
John N. Turner

/s/ Richard E. Woolbert         Executive Vice             October 28, 1997 
----------------------------    President,  Chief   
Richard E. Woolbert             Administrative      
                                Officer and Director 
                                                   

                                      -11-
EXHIBIT INDEX
                                 -------------

Exhibit No.                       Description
-----------                       -----------

4.1            Registrant's Articles of Incorporation, as amended (incorporated
               by reference to Exhibit 3.1 of the Registrant's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1996)

4.2            Registrant's amended and restated By-laws (incorporated by
               reference to Exhibit 3.2 of the Registrant's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1996, as amended by
               Amendment No. 2 on Form 10-K/A-2)

4.3            Rights Agreement dated as of December 5, 1995 between the
               Registrant and First Chicago Trust Company of New York, as Rights
               Agent (incorporated by reference to Exhibit 1 to the Registrant's
               Registration Statement on Form 8-A filed with the Commission on
               December 15, 1995), as amended by an Amendment To Rights
               Agreement dated July 31, 1997

5              Opinion of Durling & Durling

23.1           Consent of Durling & Durling (included in Exhibit 5)

23.2           Consent of Ernst & Young LLP, Independent
               Auditors

24             Power of Attorney from Certain Directors
               and Officers of Registrant (included as
               part of the signature page of this
               Registration Statement)

                                      -12-