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):

                                January 20, 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

Lexmark  International,  Inc., a Delaware  corporation (the "company"),  entered
into a $300 million  5-year Credit  Agreement  (the "Credit  Agreement")  on and
effective  as of  January  20,  2005  (the  "Effective  Date")  by and among the
company, JPMorgan Chase Bank, N.A., as Administrative Agent, Fleet National Bank
and Citibank,  N.A. as Co-Syndication  Agents,  KeyBank National Association and
SunTrust Bank as  Co-Documentation  Agents and each other  institutional  lender
signatory thereto.

The Credit  Agreement  provides for a 5-year  senior,  unsecured,  multicurrency
revolving  credit facility that includes the availability of swingline loans and
multicurrency  letters of credit.  Under  certain  circumstances,  the aggregate
amount  available  under the  facility  may be  increased  to a maximum  of $500
million.  Interest on all  borrowings  under the Credit  Agreement is determined
based upon several alternative interest rates, including a rate based on LIBOR.

The Credit Agreement contains  customary  affirmative and negative covenants and
also contains  certain  financial  covenants,  including those relating to (a) a
minimum  interest  coverage  ratio  (consolidated  EBITDA/consolidated  interest
expense)  of  not  less  than  4.0 :  1.0  and  (b)  a  maximum  leverage  ratio
(consolidated  total  indebtedness/consolidated  EBITDA)  of not more than 3.0 :
1.0.  The  Credit   Agreement   limits,   among  other  things,   the  company's
indebtedness, liens and fundamental changes to its structure and business.

The Credit Agreement  includes usual and customary events of default (subject to
applicable  grace periods) for facilities of this nature and provides that, upon
the  occurrence  of an event of  default,  payment of all  amounts due under the
Credit  Agreement  may be  accelerated  and/or the lenders'  commitments  may be
terminated. In addition, upon the occurrence of certain insolvency or bankruptcy
related events of default,  all amounts payable under the Credit Agreement shall
automatically  become immediately due and payable,  and the lenders' commitments
shall automatically terminate.

As of the Effective  Date,  there are no loans or letters of credit  outstanding
under the Credit  Agreement.  The  foregoing  summary of the terms of the Credit
Agreement is  qualified  in its  entirety by reference to the Credit  Agreement,
which is attached as Exhibit 10.1 to this Form 8-K.

The  Credit  Agreement  replaces  the  company's  current  $300  million  3-year
Multicurrency  Revolving  Credit  Agreement  entered into on May 29, 2002 by the
company and Fleet National Bank, as  Administrative  Agent,  JPMorgan Chase Bank
and Citicorp USA, Inc. as Co-Syndication  Agents, Key Corporate Capital Inc. and
SunTrust Bank as  Co-Documentation  Agents and each other  institutional  lender
signatory thereto (the "Fleet Credit Agreement"), which agreement was terminated
on and effective as of the  Effective  Date of the Credit  Agreement.  The Fleet
Credit  Agreement  allowed for swingline loans and the issuance of multicurrency
letters of credit  under the credit  facility.  Interest on all  borrowings  was
determined  based upon  several  alternative  rates,  including  a rate based on
LIBOR.  The  Fleet

<PAGE>

Credit Agreement contained certain financial covenants, including those relating
to the maintenance of a minimum  interest  coverage ratio and a maximum leverage
ratio.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The information  provided under Item 1.01 of this report is incorporated  herein
by reference.


ITEM 2.03 CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGIATION  UNDER AN
          OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT


The information  provided under Item 1.01 of this report is incorporated  herein
by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

     Exhibit No. Description of Exhibit

     10.1        Credit  Agreement,  dated as of January 20, 2005, by and among
                 Lexmark International,  Inc., as Borrower, the Lenders party
                 thereto, JPMorgan Chase Bank,  N.A., as  Administrative  Agent,
                 Fleet National Bank and Citibank,   N.A.  as  Co-Syndication
                 Agents,  and  KeyBank  National Association and SunTrust Bank
                 as Co-Documentation Agents.




<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: January 20, 2005


<PAGE>




                                  EXHIBIT INDEX


Exhibit No. Description of Exhibit

10.1        Credit  Agreement,  dated as of January  20,  2005,  by and among
            Lexmark  International,  Inc.,  as  Borrower,  the Lenders  party
            thereto,  JPMorgan  Chase Bank,  N.A., as  Administrative  Agent,
            Fleet National Bank and Citibank,  N.A. as Co-Syndication Agents,
            and  KeyBank   National   Association   and   SunTrust   Bank  as
            Co-Documentation Agents.
[{"type": "8-K", "sequence": "1", "filename": "creditfacility8k012005.txt", "description": "LEXMARK INTERNATIONAL, INC. FORM 8-K", "secsgml_size_bytes": 7749}]
{"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": "05538657"}, "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):

                                January 20, 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

Lexmark  International,  Inc., a Delaware  corporation (the "company"),  entered
into a $300 million  5-year Credit  Agreement  (the "Credit  Agreement")  on and
effective  as of  January  20,  2005  (the  "Effective  Date")  by and among the
company, JPMorgan Chase Bank, N.A., as Administrative Agent, Fleet National Bank
and Citibank,  N.A. as Co-Syndication  Agents,  KeyBank National Association and
SunTrust Bank as  Co-Documentation  Agents and each other  institutional  lender
signatory thereto.

The Credit  Agreement  provides for a 5-year  senior,  unsecured,  multicurrency
revolving  credit facility that includes the availability of swingline loans and
multicurrency  letters of credit.  Under  certain  circumstances,  the aggregate
amount  available  under the  facility  may be  increased  to a maximum  of $500
million.  Interest on all  borrowings  under the Credit  Agreement is determined
based upon several alternative interest rates, including a rate based on LIBOR.

The Credit Agreement contains  customary  affirmative and negative covenants and
also contains  certain  financial  covenants,  including those relating to (a) a
minimum  interest  coverage  ratio  (consolidated  EBITDA/consolidated  interest
expense)  of  not  less  than  4.0 :  1.0  and  (b)  a  maximum  leverage  ratio
(consolidated  total  indebtedness/consolidated  EBITDA)  of not more than 3.0 :
1.0.  The  Credit   Agreement   limits,   among  other  things,   the  company's
indebtedness, liens and fundamental changes to its structure and business.

The Credit Agreement  includes usual and customary events of default (subject to
applicable  grace periods) for facilities of this nature and provides that, upon
the  occurrence  of an event of  default,  payment of all  amounts due under the
Credit  Agreement  may be  accelerated  and/or the lenders'  commitments  may be
terminated. In addition, upon the occurrence of certain insolvency or bankruptcy
related events of default,  all amounts payable under the Credit Agreement shall
automatically  become immediately due and payable,  and the lenders' commitments
shall automatically terminate.

As of the Effective  Date,  there are no loans or letters of credit  outstanding
under the Credit  Agreement.  The  foregoing  summary of the terms of the Credit
Agreement is  qualified  in its  entirety by reference to the Credit  Agreement,
which is attached as Exhibit 10.1 to this Form 8-K.

The  Credit  Agreement  replaces  the  company's  current  $300  million  3-year
Multicurrency  Revolving  Credit  Agreement  entered into on May 29, 2002 by the
company and Fleet National Bank, as  Administrative  Agent,  JPMorgan Chase Bank
and Citicorp USA, Inc. as Co-Syndication  Agents, Key Corporate Capital Inc. and
SunTrust Bank as  Co-Documentation  Agents and each other  institutional  lender
signatory thereto (the "Fleet Credit Agreement"), which agreement was terminated
on and effective as of the  Effective  Date of the Credit  Agreement.  The Fleet
Credit  Agreement  allowed for swingline loans and the issuance of multicurrency
letters of credit  under the credit  facility.  Interest on all  borrowings  was
determined  based upon  several  alternative  rates,  including  a rate based on
LIBOR.  The  Fleet
Credit Agreement contained certain financial covenants, including those relating
to the maintenance of a minimum  interest  coverage ratio and a maximum leverage
ratio.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The information  provided under Item 1.01 of this report is incorporated  herein
by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGIATION  UNDER AN
          OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information  provided under Item 1.01 of this report is incorporated  herein
by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

     Exhibit No. Description of Exhibit

     10.1        Credit  Agreement,  dated as of January 20, 2005, by and among
                 Lexmark International,  Inc., as Borrower, the Lenders party
                 thereto, JPMorgan Chase Bank,  N.A., as  Administrative  Agent,
                 Fleet National Bank and Citibank,   N.A.  as  Co-Syndication
                 Agents,  and  KeyBank  National Association and SunTrust Bank
                 as Co-Documentation Agents.
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: January 20, 2005
EXHIBIT INDEX

Exhibit No. Description of Exhibit

10.1        Credit  Agreement,  dated as of January  20,  2005,  by and among
            Lexmark  International,  Inc.,  as  Borrower,  the Lenders  party
            thereto,  JPMorgan  Chase Bank,  N.A., as  Administrative  Agent,
            Fleet National Bank and Citibank,  N.A. as Co-Syndication Agents,
            and  KeyBank   National   Association   and   SunTrust   Bank  as
            Co-Documentation Agents.