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 21, 1997
                                                  ----------------

                        Lexmark International Group, Inc.
                        ---------------------------------

             (Exact name of registrant as specified in its charter)

    Delaware                       1-14050                        22-3074422
    --------                       -------                        ----------
(State or other jurisdiction     (Commission                    (IRS Employer
    of incorporation)              File No.)                 Identification No.)


One Lexmark Centre Drive, Lexington, Kentucky                          40550
---------------------------------------------                          -----
(Address of principal executive offices)                             (Zip code)





       Registrant's telephone number, including area code: (606) 232-2000
                                                           --------------



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>






ITEM 5.           OTHER EVENTS.

                  On October 21, 1997,  the Company  entered into an  agreement,
and issued a press release announcing its agreement, to repurchase three million
shares of its outstanding  Class A Common Stock from certain of its stockholders
who  are  participating  in a  proposed  secondary  offering  of  shares  of the
Company's Class A Common Stock.



ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c)  Exhibits

                       Exhibit 10 - Stock  Disposition  Agreement,  dated as of
                                    October 21,  1997,  between Lexmark
                                    International  Group,  Inc. and The Clayton
                                    & Dubilier Private Equity Fund IV Limited
                                    Partnership.


                       Exhibit 20.1 - Press Release dated October 21, 1997.


                       Exhibit 20.2 - Press  Release  dated  October  20, 1997 
                                      which modifies and supersedes the Press  
                                      Release filed with the October 20, 1997 
                                      Form 8-K.











                                       2
<PAGE>





                                    SIGNATURE


         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 GROUP, INC.



                                            By:  /s/ David L. Goodnight
                                                -----------------------
                                                David L. Goodnight
                                                Corporate Controller


Date:  October 21, 1997





                                       3
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{"company-data": {"conformed-name": "LEXMARK INTERNATIONAL GROUP INC", "cik": "0001001288", "assigned-sic": "3570", "irs-number": "223074422", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14050", "film-number": "97698883"}, "business-address": {"street1": "ONE LEXMARK CENTRE DR", "city": "LEXINGTON", "state": "KY", "zip": "40550", "phone": "6062322000"}, "mail-address": {"street1": "740 NEW CIRCLE ROAD N W", "city": "LEXINGTON", "state": "KY", "zip": "45011-1876"}, "former-company": {"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 21, 1997
                                                  ----------------

                        Lexmark International Group, Inc.
                        ---------------------------------

             (Exact name of registrant as specified in its charter)

    Delaware                       1-14050                        22-3074422
    --------                       -------                        ----------
(State or other jurisdiction     (Commission                    (IRS Employer
    of incorporation)              File No.)                 Identification No.)

One Lexmark Centre Drive, Lexington, Kentucky                          40550
---------------------------------------------                          -----
(Address of principal executive offices)                             (Zip code)

       Registrant's telephone number, including area code: (606) 232-2000
                                                           --------------

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
ITEM 5.           OTHER EVENTS.

                  On October 21, 1997,  the Company  entered into an  agreement,
and issued a press release announcing its agreement, to repurchase three million
shares of its outstanding  Class A Common Stock from certain of its stockholders
who  are  participating  in a  proposed  secondary  offering  of  shares  of the
Company's Class A Common Stock.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c)  Exhibits

                       Exhibit 10 - Stock  Disposition  Agreement,  dated as of
                                    October 21,  1997,  between Lexmark
                                    International  Group,  Inc. and The Clayton
                                    & Dubilier Private Equity Fund IV Limited
                                    Partnership.

                       Exhibit 20.1 - Press Release dated October 21, 1997.

                       Exhibit 20.2 - Press  Release  dated  October  20, 1997 
                                      which modifies and supersedes the Press  
                                      Release filed with the October 20, 1997 
                                      Form 8-K.

                                       2
SIGNATURE

         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 GROUP, INC.

                                            By:  /s/ David L. Goodnight
                                                -----------------------
                                                David L. Goodnight
                                                Corporate Controller

Date:  October 21, 1997

                                       3