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):

                                October 23, 2000

                           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
                                                           --------------



<PAGE>



ITEM 5.  OTHER EVENTS.

         Lexmark   International,   Inc.  (the  "Company")   announced  today  a
restructuring plan that will result in pre-tax charges of $35-45 million with an
impact on diluted net earnings per share of 19 to 24 cents in the fourth quarter
of 2000. These non-recurring  charges relate to the relocation of manufacturing,
primarily  laser  printers,  to  Latin  America  and  Asia,  and  reductions  in
associated  support  infrastructure.  The  restructuring  plan  provides for the
separation of up to 900 employees,  related pension costs,  and the write-off of
certain assets.  Annual savings from the restructuring  should  approximate $100
million by 2002,  and will be utilized to strengthen  the Company's  competitive
position.

         Statements  contained  in  this  report  which  are not  statements  of
historical fact are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934.  Forward-looking  statements  are made  based  upon  management's  current
expectations  and beliefs  concerning  future  developments  and their potential
effects upon the Company.  There can be no  assurance  that future  developments
affecting the Company will be those  anticipated by management,  and there are a
number of factors that could  adversely  affect the Company's  future  operating
results or cause the  Company's  actual  results to differ  materially  from the
estimates  or  expectations   reflected  in  such  forward-looking   statements,
including without  limitation,  the Company's ability to successfully  implement
its restructuring plan.  The Company undertakes no obligation to update any
forward-looking statement.




                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  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.


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

Date:  October 23, 2000
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 3815}]
{"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": "744525"}, "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"}]}
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):

                                October 23, 2000

                           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
                                                           --------------
ITEM 5.  OTHER EVENTS.

         Lexmark   International,   Inc.  (the  "Company")   announced  today  a
restructuring plan that will result in pre-tax charges of $35-45 million with an
impact on diluted net earnings per share of 19 to 24 cents in the fourth quarter
of 2000. These non-recurring  charges relate to the relocation of manufacturing,
primarily  laser  printers,  to  Latin  America  and  Asia,  and  reductions  in
associated  support  infrastructure.  The  restructuring  plan  provides for the
separation of up to 900 employees,  related pension costs,  and the write-off of
certain assets.  Annual savings from the restructuring  should  approximate $100
million by 2002,  and will be utilized to strengthen  the Company's  competitive
position.

         Statements  contained  in  this  report  which  are not  statements  of
historical fact are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934.  Forward-looking  statements  are made  based  upon  management's  current
expectations  and beliefs  concerning  future  developments  and their potential
effects upon the Company.  There can be no  assurance  that future  developments
affecting the Company will be those  anticipated by management,  and there are a
number of factors that could  adversely  affect the Company's  future  operating
results or cause the  Company's  actual  results to differ  materially  from the
estimates  or  expectations   reflected  in  such  forward-looking   statements,
including without  limitation,  the Company's ability to successfully  implement
its restructuring plan.  The Company undertakes no obligation to update any
forward-looking statement.

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  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.

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

Date:  October 23, 2000