FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cuthbertson Hugh

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/31/2014 

3. Issuer Name and Ticker or Trading Symbol

MCDERMOTT INTERNATIONAL INC [MDR]

(Last)        (First)        (Middle)

C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP&GM, Asia Pacific /

(Street)

HOUSTON, TX 77079       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   30050   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)     (1) 3/5/2016   Common Stock   7890   $5.64   D  
 
Stock Options (right to buy)     (2) 3/4/2017   Common Stock   4355   $13.09   D  
 
Stock Options (right to buy)     (3) 3/4/2018   Common Stock   3678   $25.64   D  
 
Stock Options (right to buy)     (4) 3/5/2019   Common Stock   5394   $14.44   D  
 
Stock Options (right to buy)     (5) 3/5/2020   Common Stock   10308   $10.50   D  
 
Restricted Stock Units     (6)   (6) Common Stock   1154     (7) D  
 
Restricted Stock Units   12/31/2014   12/31/2014   Common Stock   6547     (7) D  
 
Restricted Stock Units     (8)   (8) Common Stock   5355     (7) D  
 
Restricted Stock Units     (9)   (9) Common Stock   30612     (10) D  
 

Explanation of Responses:
( 1)  The options are exercisable in three equal annual installments beginning March 5, 2010. 100% of the options are vested.
( 2)  The options are exercisable in three equal annual installments beginning March 4, 2011. 100% of the options are vested.
( 3)  The options are exercisable in three equal annual installments beginning March 4, 2012. 100% of the options are vested.
( 4)  The options are exercisable in three equal annual installments beginning March 5, 2013.
( 5)  The options are exercisable in three equal annual installments beginning March 5, 2014.
( 6)  The restricted stock units vest in three equal annual installments beginning March 5, 2013. One third of the shares (1,154) remain unvested.
( 7)  Each restricted stock unit represents a contingent right to receive one share of MDR common stock.
( 8)  The restricted stock units vest in four equal annual installments beginning March 5, 2014. Three quarters of the shares (5,355) remain unvested.
( 9)  The restricted stock units vest in three equal annual installments beginning March 6, 2015.
( 10)  Each restricted stock unit represents a contingent right to receive the value of one share of MDR common stock, with such restricted stock units to be paid, in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cuthbertson Hugh
C/O MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079

VP&GM, Asia Pacific

Signatures
Liane K. Hinrichs, by Power of Attorney 4/10/2014
** 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 5(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.
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