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 22, 2001

                           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  that  a
restructuring  plan is being  developed  which will  include a reduction  in its
global  workforce of up to 12 percent.  This plan will result in  fourth-quarter
2001 pre-tax charges of $100-120 million, with an impact on diluted net earnings
per share of 54 to 65 cents. The restructuring plan will provide for a reduction
in  infrastructure  and overhead  expenses,  a reduction in capacity for certain
inkjet  printers,  and the closure of an  electronic  card  facility in Reynosa,
Mexico.  Included in the proposed  restructuring plan is the separation of up to
1,600 employees,  associated  pension costs, and other related expenses.  Annual
savings from the restructuring  should  approximate  $50-60 million,  with about
$35-45 million being achieved in 2002.

     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.



<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.


                                       By:  /s/ Gary E. Morin
                                            ---------------------------
                                       Name:  Gary E. Morin
                                       Title: Executive Vice President and Chief
                                               Financial Officer
Date: October 22, 2001
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{"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": "1763125"}, "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 HOLDING INC \\DE\\", "date-changed": "19950922"}, {"former-conformed-name": "LEXMARK INTERNATIONAL GROUP INC", "date-changed": "19951114"}]}
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 22, 2001

                           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  that  a
restructuring  plan is being  developed  which will  include a reduction  in its
global  workforce of up to 12 percent.  This plan will result in  fourth-quarter
2001 pre-tax charges of $100-120 million, with an impact on diluted net earnings
per share of 54 to 65 cents. The restructuring plan will provide for a reduction
in  infrastructure  and overhead  expenses,  a reduction in capacity for certain
inkjet  printers,  and the closure of an  electronic  card  facility in Reynosa,
Mexico.  Included in the proposed  restructuring plan is the separation of up to
1,600 employees,  associated  pension costs, and other related expenses.  Annual
savings from the restructuring  should  approximate  $50-60 million,  with about
$35-45 million being achieved in 2002.

     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  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 22, 2001