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):

                                  July 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 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 26, 2005, Lexmark International,  Inc. issued a press release announcing
its financial  results for the second  quarter ended June 30, 2005.  The text of
the press release announcing  financial results is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed "filed" for
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") or  otherwise  subject to the  liability  of that  section,  or
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 a filing.

ITEM 2.05   COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

As part of the company's  ongoing  optimization  of its expense  structure,  the
company  continually  reviews its resources in light of a variety of factors. On
July 26, 2005,  the company  determined  that it would  reduce its  workforce by
approximately  275 employees  through the first half of 2006, with a majority of
the affected employees exiting in the third quarter of 2005. The company expects
that this  workforce  reduction  will result in pre-tax  charges of $26 million.
Estimated  annual  savings from this  reduction in employment are expected to be
about $23 million.  The pre-tax  charges in the third quarter are expected to be
approximately  $13 million,  with an impact on diluted net earnings per share of
approximately  8 cents.  The text of the press release  announcing the workforce
reduction is furnished  herewith as Exhibit 99.1 and is  incorporated  herein by
reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)      EXHIBITS

         Exhibit No.       Description of Exhibit

         99.1              Press Release issued by Lexmark International, Inc.,
                           dated July 26, 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: July 26, 2005


<PAGE>




                                  EXHIBIT INDEX


Exhibit No.       Description of Exhibit

99.1              Press Release issued by Lexmark International, Inc., dated
                  July 26, 2005.
[{"type": "8-K", "sequence": "1", "filename": "q220058k072605.txt", "description": "LEXMARK INTERNATIONAL, INC. FORM 8-K", "secsgml_size_bytes": 4955}]
{"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": "05972775"}, "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):

                                  July 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 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 26, 2005, Lexmark International,  Inc. issued a press release announcing
its financial  results for the second  quarter ended June 30, 2005.  The text of
the press release announcing  financial results is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed "filed" for
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") or  otherwise  subject to the  liability  of that  section,  or
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 a filing.

ITEM 2.05   COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

As part of the company's  ongoing  optimization  of its expense  structure,  the
company  continually  reviews its resources in light of a variety of factors. On
July 26, 2005,  the company  determined  that it would  reduce its  workforce by
approximately  275 employees  through the first half of 2006, with a majority of
the affected employees exiting in the third quarter of 2005. The company expects
that this  workforce  reduction  will result in pre-tax  charges of $26 million.
Estimated  annual  savings from this  reduction in employment are expected to be
about $23 million.  The pre-tax  charges in the third quarter are expected to be
approximately  $13 million,  with an impact on diluted net earnings per share of
approximately  8 cents.  The text of the press release  announcing the workforce
reduction is furnished  herewith as Exhibit 99.1 and is  incorporated  herein by
reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)      EXHIBITS

         Exhibit No.       Description of Exhibit

         99.1              Press Release issued by Lexmark International, Inc.,
                           dated July 26, 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: July 26, 2005
EXHIBIT INDEX

Exhibit No.       Description of Exhibit

99.1              Press Release issued by Lexmark International, Inc., dated
                  July 26, 2005.