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):

                                 April 26, 2005

                           Lexmark International, Inc.
               ------------- -----------------------------------
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                       1-14050                  06-1308215
-----------------------------       -----------          -----------------------
(State or other Jurisdiction        (Commission              (IRS Employer
   of Incorporation)                 File No.)             Identification No.)


One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky    40550
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                           (Zip Code)

            Registrant's telephone number, including area code:   (859) 232-2000
                                                                  --------------

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))


<PAGE>


ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At the 2005 Annual Meeting of Stockholders held on April 28, 2005, the company's
stockholders  approved the proposed 2005  Nonemployee  Director  Stock Plan (the
"Plan")  and the Plan  became  effective  immediately.  The Plan will  terminate
according to its terms on the tenth  anniversary of its effective date. The Plan
was proposed for approval by stockholders in  consideration  of the November 20,
2005 termination of the company's Nonemployee Director Stock Plan.

The Plan will be  administered by the company's Board of Directors (the "Board")
in its discretion.  The Board has the authority to determine the types of awards
and the  number  of  shares  covered,  and to set  the  terms,  conditions,  and
provisions of such awards.  The Board has the authority to grant stock  options,
stock appreciation rights, restricted stock and deferred stock units to eligible
nonemployee  directors under the Plan. Each eligible  nonemployee director shall
receive an option award or such other form of award as  determined  by the Board
of Directors at the time of such grant at such time as the eligible  nonemployee
director  is first  elected  to serve as a member  of the  Board  (the  "Initial
Award").  Each  eligible  nonemployee  director  may also be granted one or more
awards after the Initial  Award at such time or times as shall be  determined by
the Board (each an "Annual Award").

The above summary of the Plan is qualified in its entirety by the description of
the Plan and the full  text of the  Plan,  both of which  are  contained  in the
company's   Proxy   Statement  dated  March  18,  2005  which  was  provided  to
stockholders in connection with the 2005 Annual Meeting of Stockholders.

Also on April 28, 2005, the company held a regularly scheduled Board meeting, at
which the Board  granted  3,000  options as an annual award to each  nonemployee
director at an exercise  price of $69.13 under the  Nonemployee  Director  Stock
Plan.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

On April 26, 2005,  Gary E. Morin,  Executive Vice President and Chief Financial
Officer of the  company,  announced  his  intention  to retire  from the company
during the first quarter of 2006.

ITEM 8.01.  OTHER EVENTS

At the company's  Board meeting on April 28, 2005, the Board approved a Domestic
Reinvestment   Plan  ("DRP")   under  the  American   Jobs   Creation  Act.  The
implementation  of the DRP will result in the  repatriation of $683.9 million of
dividends during 2005 with a tax cost of approximately  $70 million,  which will
be  included  in  the  company's  second  quarter  results.   If  the  technical
corrections  bill as currently  proposed is passed by Congress,  the U.S. income
tax may be reduced by approximately $12 million.


<PAGE>


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS


   Exhibit
     No.       Description of Exhibit

     10.1      Lexmark International, Inc. 2005 Nonemployee Director Stock Plan,
               effective April 28, 2005.(1) +


     +         Indicates management contract or compensatory plan, contract or
               arrangement.

     (1)       Incorporated by reference to Exhibit A of the company's 2005
               Proxy Statement filed with the Securities and Exchange Commission
               on March 14, 2005.




<PAGE>



                                   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 hereunto duly authorized.

                              LEXMARK INTERNATIONAL, INC.
                              (Registrant)


                              By:      /s/ Gary E. Morin
                                       -----------------------------------------
                                       Name:  Gary E. Morin
                                       Title: Executive Vice President and Chief
                                               Financial Officer

Date: April 29, 2005


<PAGE>




                                  EXHIBIT INDEX



Exhibit
  No.    Description of Exhibit

  10.1   Lexmark International, Inc. 2005 Nonemployee Director Stock Plan,
         effective April 28, 2005.(1) +


   +     Indicates management contract or compensatory plan, contract or
         arrangement.

  (1)    Incorporated by reference to Exhibit A of the company's 2005 Proxy
         Statement filed with the Securities and Exchange Commission on
         March 14, 2005.
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{"company-data": {"conformed-name": "LEXMARK INTERNATIONAL INC /KY/", "cik": "0001001288", "assigned-sic": "3570", "irs-number": "061308215", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14050", "film-number": "05785744"}, "business-address": {"street1": "ONE LEXMARK CENTRE DR", "city": "LEXINGTON", "state": "KY", "zip": "40550", "phone": "8592322000"}, "mail-address": {"street1": "740 WEST NEW CIRCLE ROAD", "city": "LEXINGTON", "state": "KY", "zip": "40550"}, "former-company": [{"former-conformed-name": "LEXMARK INTERNATIONAL GROUP INC", "date-changed": "19951114"}, {"former-conformed-name": "LEXMARK HOLDING INC \\DE\\", "date-changed": "19950922"}]}
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):

                                 April 26, 2005

                           Lexmark International, Inc.
               ------------- -----------------------------------
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                       1-14050                  06-1308215
-----------------------------       -----------          -----------------------
(State or other Jurisdiction        (Commission              (IRS Employer
   of Incorporation)                 File No.)             Identification No.)

One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky    40550
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                           (Zip Code)

            Registrant's telephone number, including area code:   (859) 232-2000
                                                                  --------------

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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At the 2005 Annual Meeting of Stockholders held on April 28, 2005, the company's
stockholders  approved the proposed 2005  Nonemployee  Director  Stock Plan (the
"Plan")  and the Plan  became  effective  immediately.  The Plan will  terminate
according to its terms on the tenth  anniversary of its effective date. The Plan
was proposed for approval by stockholders in  consideration  of the November 20,
2005 termination of the company's Nonemployee Director Stock Plan.

The Plan will be  administered by the company's Board of Directors (the "Board")
in its discretion.  The Board has the authority to determine the types of awards
and the  number  of  shares  covered,  and to set  the  terms,  conditions,  and
provisions of such awards.  The Board has the authority to grant stock  options,
stock appreciation rights, restricted stock and deferred stock units to eligible
nonemployee  directors under the Plan. Each eligible  nonemployee director shall
receive an option award or such other form of award as  determined  by the Board
of Directors at the time of such grant at such time as the eligible  nonemployee
director  is first  elected  to serve as a member  of the  Board  (the  "Initial
Award").  Each  eligible  nonemployee  director  may also be granted one or more
awards after the Initial  Award at such time or times as shall be  determined by
the Board (each an "Annual Award").

The above summary of the Plan is qualified in its entirety by the description of
the Plan and the full  text of the  Plan,  both of which  are  contained  in the
company's   Proxy   Statement  dated  March  18,  2005  which  was  provided  to
stockholders in connection with the 2005 Annual Meeting of Stockholders.

Also on April 28, 2005, the company held a regularly scheduled Board meeting, at
which the Board  granted  3,000  options as an annual award to each  nonemployee
director at an exercise  price of $69.13 under the  Nonemployee  Director  Stock
Plan.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

On April 26, 2005,  Gary E. Morin,  Executive Vice President and Chief Financial
Officer of the  company,  announced  his  intention  to retire  from the company
during the first quarter of 2006.

ITEM 8.01.  OTHER EVENTS

At the company's  Board meeting on April 28, 2005, the Board approved a Domestic
Reinvestment   Plan  ("DRP")   under  the  American   Jobs   Creation  Act.  The
implementation  of the DRP will result in the  repatriation of $683.9 million of
dividends during 2005 with a tax cost of approximately  $70 million,  which will
be  included  in  the  company's  second  quarter  results.   If  the  technical
corrections  bill as currently  proposed is passed by Congress,  the U.S. income
tax may be reduced by approximately $12 million.
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

   Exhibit
     No.       Description of Exhibit

     10.1      Lexmark International, Inc. 2005 Nonemployee Director Stock Plan,
               effective April 28, 2005.(1) +

     +         Indicates management contract or compensatory plan, contract or
               arrangement.

     (1)       Incorporated by reference to Exhibit A of the company's 2005
               Proxy Statement filed with the Securities and Exchange Commission
               on March 14, 2005.
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 hereunto duly authorized.

                              LEXMARK INTERNATIONAL, INC.
                              (Registrant)

                              By:      /s/ Gary E. Morin
                                       -----------------------------------------
                                       Name:  Gary E. Morin
                                       Title: Executive Vice President and Chief
                                               Financial Officer

Date: April 29, 2005
EXHIBIT INDEX

Exhibit
  No.    Description of Exhibit

  10.1   Lexmark International, Inc. 2005 Nonemployee Director Stock Plan,
         effective April 28, 2005.(1) +

   +     Indicates management contract or compensatory plan, contract or
         arrangement.

  (1)    Incorporated by reference to Exhibit A of the company's 2005 Proxy
         Statement filed with the Securities and Exchange Commission on
         March 14, 2005.