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 3, 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
                                                           --------------



                        Lexmark International Group, Inc.
    ------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


ITEM 5.  OTHER EVENTS.

                  For purposes of this Current Report,  the "Corporation"  shall
mean the surviving company pursuant to the merger, effective as of July 1, 2000,
12:01 a.m.  Eastern  Daylight  Savings Time (the "Effective  Time"),  of Lexmark
International  Group, Inc. ("Group") with and into its wholly-owned  subsidiary,
Lexmark International, Inc. ("International"),  whereby International became the
surviving company (the "Merger").

                  On April 27,  2000,  the  stockholders  of Group  approved the
Merger  pursuant  to which  the  holding  company  structure  between  Group and
International would be eliminated.

                  As of the Effective  Time,  the  Corporation's  Certificate of
Incorporation and By-Laws are identical to Group's  Certificate of Incorporation
and By-Laws and the Corporation has the same  consolidated  assets,  liabilities
and  stockholders'  equity as Group. The Corporation has the same directors,  in
the same classes and with the same terms,  and the same  officers as Group.  The
Corporation  also assumed all of Group's  benefit plans for employees,  retirees
and directors and each outstanding Group stock based award was converted into an
identical stock based award in the Corporation.

                  Pursuant to the  Merger,  Group's  stockholders  automatically
received one share of the  Corporation's  Class A Common Stock for each share of
Group Class A Common Stock,  along with the associated rights attaching pursuant
to the Stockholder  Rights Plan, to which the Corporation is a successor.  There
is no need to exchange share certificates  because the conversion was automatic.
The  Corporation's  Class A Common  Stock and  associated  rights  have the same
rights and privileges as Group's Class A Common Stock and associated rights. The
Class A Common Stock and associated  rights of the  Corporation are deemed to be
registered  under  Section  12(b)  of the  Exchange  Act by  operation  of  Rule
12g-3(a). The Corporation's Class A Common Stock is listed on the New York Stock
Exchange under the ticker symbol, "LXK."




                                   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:  July 3, 2000
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 4429}]
{"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": "667108"}, "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):

                                  July 3, 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
                                                           --------------

                        Lexmark International Group, Inc.
    ------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  OTHER EVENTS.

                  For purposes of this Current Report,  the "Corporation"  shall
mean the surviving company pursuant to the merger, effective as of July 1, 2000,
12:01 a.m.  Eastern  Daylight  Savings Time (the "Effective  Time"),  of Lexmark
International  Group, Inc. ("Group") with and into its wholly-owned  subsidiary,
Lexmark International, Inc. ("International"),  whereby International became the
surviving company (the "Merger").

                  On April 27,  2000,  the  stockholders  of Group  approved the
Merger  pursuant  to which  the  holding  company  structure  between  Group and
International would be eliminated.

                  As of the Effective  Time,  the  Corporation's  Certificate of
Incorporation and By-Laws are identical to Group's  Certificate of Incorporation
and By-Laws and the Corporation has the same  consolidated  assets,  liabilities
and  stockholders'  equity as Group. The Corporation has the same directors,  in
the same classes and with the same terms,  and the same  officers as Group.  The
Corporation  also assumed all of Group's  benefit plans for employees,  retirees
and directors and each outstanding Group stock based award was converted into an
identical stock based award in the Corporation.

                  Pursuant to the  Merger,  Group's  stockholders  automatically
received one share of the  Corporation's  Class A Common Stock for each share of
Group Class A Common Stock,  along with the associated rights attaching pursuant
to the Stockholder  Rights Plan, to which the Corporation is a successor.  There
is no need to exchange share certificates  because the conversion was automatic.
The  Corporation's  Class A Common  Stock and  associated  rights  have the same
rights and privileges as Group's Class A Common Stock and associated rights. The
Class A Common Stock and associated  rights of the  Corporation are deemed to be
registered  under  Section  12(b)  of the  Exchange  Act by  operation  of  Rule
12g-3(a). The Corporation's Class A Common Stock is listed on the New York Stock
Exchange under the ticker symbol, "LXK."

                                   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:  July 3, 2000