SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 15
Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to
File Reports Under Sections 13 and 15(d) of the Securities Exchange
Act of 1934
1-8430
Commission File Number _______________
McDERMOTT INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
1450 Poydras Street, New Orleans, Louisiana 70112-6050 (504) 587-5400
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Rights to Purchase Common Stock, $1.00 par value
(Currently Traded with Common Stock)
___________________________________________________________________________
(Title of each class of securities covered by this Form)
Common Stock, $1.00 par value
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(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place a X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [X]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of the certification
or notice date: zero
Pursuant to the requirements of the Securities Exchange Act of 1934,
McDermott International, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
McDermott International, Inc.
DATE: January 2, 1996 BY: /s/ Lawrence R. Purtell
_____________________________
Name: Lawrence R. Purtell
Title: Senior Vice President
