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):

                                 October 8, 2004

                           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

On Friday,  October 8, 2004,  Lexmark  International,  Inc.,  ("Lexmark"  or the
"company"),  acting  as  Collection  Agent and  Originator  (as  defined  in the
agreement  filed  herewith),  and  its  consolidated,  wholly-owned  subsidiary,
Lexmark Receivables  Corporation  ("LRC"),  as the Seller (as defined),  entered
into an Amended and Restated Receivables Purchase Agreement with CIESCO, LLC and
Gotham  Funding  Corporation,  as  Investors,  Citibank,  N.A.  and The  Bank of
Tokyo-Mitsubishi,  Ltd., New York Branch, as Banks, Citicorp North America, Inc.
and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Investor Agents, and
Citicorp North America, Inc., as Program Agent for the Investors and Banks.

The amended agreement relates to Lexmark's U.S.  accounts  receivable  facility.
The company sells  substantially all of its U.S.  receivables to LRC. In October
2001, the company and LRC entered into an agreement to sell on a revolving basis
an undivided  interest in a designated  pool of eligible  receivables to CIESCO,
LLC, an affiliate of Citibank, N.A. The primary purpose of this amendment was to
extend the term of the  facility  to October  16,  2007,  with  required  annual
renewal of commitments in October 2005 and 2006. The amendment also includes the
addition  of  Gotham   Funding   Corporation,   an  affiliate  of  The  Bank  of
Tokyo-Mitsubishi, Ltd., New York Branch, as a co-investor under the program. All
other terms and conditions remain substantially unchanged.

The Amended and Restated  Receivables  Purchase  Agreement  referenced  above is
filed as  Exhibit  10.1 to this  Current  Report and is hereby  incorporated  by
reference into the above description of such amendment.

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

     Exhibit No.    Description of Exhibit

     10.1 Amended  and  Restated  Receivables  Purchase  Agreement,  dated as of
          October 8, 2004,  by and among  Lexmark  Receivables  Corporation,  as
          Seller, CIESCO, LLC and Gotham Funding Corporation,  as the Investors,
          Citibank,  N.A.  and The  Bank of  Tokyo-Mitsubishi,  Ltd.,  New  York
          Branch,  as the Banks,  Citicorp North  America,  Inc. and The Bank of
          Tokyo-Mitsubishi,  Ltd.,  New York  Branch,  as the  Investor  Agents,
          Citicorp North  America,  Inc., as Program Agent for the Investors and
          Banks and the company, as Collection Agent and Originator.

     10.2 Amendment No. 3 to Purchase and  Contribution  Agreement,  dated as of
          October 8, 2004,  by and between the company,  as Seller,  and Lexmark
          Receivables Corporation, as Purchaser.






                                       1


<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, INC.
                                   (Registrant)


                                   By:    /s/ Gary E. Morin
                                          -----------------------------------
                                   Name:  Gary E. Morin
                                   Title: Executive Vice President and Chief
                                            Financial Officer
Date: October 13, 2004






                                       2

<PAGE>




                                  EXHIBIT INDEX


     Exhibit No.    Description of Exhibit

     10.1 Amended  and  Restated  Receivables  Purchase  Agreement,  dated as of
          October 8, 2004,  by and among  Lexmark  Receivables  Corporation,  as
          Seller, CIESCO, LLC and Gotham Funding Corporation,  as the Investors,
          Citibank,  N.A.  and The  Bank of  Tokyo-Mitsubishi,  Ltd.,  New  York
          Branch,  as the Banks,  Citicorp North  America,  Inc. and The Bank of
          Tokyo-Mitsubishi,  Ltd.,  New York  Branch,  as the  Investor  Agents,
          Citicorp North  America,  Inc., as Program Agent for the Investors and
          Banks and the company, as Collection Agent and Originator.

     10.2 Amendment No. 3 to Purchase and  Contribution  Agreement,  dated as of
          October 8, 2004,  by and between the company,  as Seller,  and Lexmark
          Receivables Corporation, as Purchaser.





                                       3
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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):

                                 October 8, 2004

                           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

On Friday,  October 8, 2004,  Lexmark  International,  Inc.,  ("Lexmark"  or the
"company"),  acting  as  Collection  Agent and  Originator  (as  defined  in the
agreement  filed  herewith),  and  its  consolidated,  wholly-owned  subsidiary,
Lexmark Receivables  Corporation  ("LRC"),  as the Seller (as defined),  entered
into an Amended and Restated Receivables Purchase Agreement with CIESCO, LLC and
Gotham  Funding  Corporation,  as  Investors,  Citibank,  N.A.  and The  Bank of
Tokyo-Mitsubishi,  Ltd., New York Branch, as Banks, Citicorp North America, Inc.
and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Investor Agents, and
Citicorp North America, Inc., as Program Agent for the Investors and Banks.

The amended agreement relates to Lexmark's U.S.  accounts  receivable  facility.
The company sells  substantially all of its U.S.  receivables to LRC. In October
2001, the company and LRC entered into an agreement to sell on a revolving basis
an undivided  interest in a designated  pool of eligible  receivables to CIESCO,
LLC, an affiliate of Citibank, N.A. The primary purpose of this amendment was to
extend the term of the  facility  to October  16,  2007,  with  required  annual
renewal of commitments in October 2005 and 2006. The amendment also includes the
addition  of  Gotham   Funding   Corporation,   an  affiliate  of  The  Bank  of
Tokyo-Mitsubishi, Ltd., New York Branch, as a co-investor under the program. All
other terms and conditions remain substantially unchanged.

The Amended and Restated  Receivables  Purchase  Agreement  referenced  above is
filed as  Exhibit  10.1 to this  Current  Report and is hereby  incorporated  by
reference into the above description of such amendment.

ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

     Exhibit No.    Description of Exhibit

     10.1 Amended  and  Restated  Receivables  Purchase  Agreement,  dated as of
          October 8, 2004,  by and among  Lexmark  Receivables  Corporation,  as
          Seller, CIESCO, LLC and Gotham Funding Corporation,  as the Investors,
          Citibank,  N.A.  and The  Bank of  Tokyo-Mitsubishi,  Ltd.,  New  York
          Branch,  as the Banks,  Citicorp North  America,  Inc. and The Bank of
          Tokyo-Mitsubishi,  Ltd.,  New York  Branch,  as the  Investor  Agents,
          Citicorp North  America,  Inc., as Program Agent for the Investors and
          Banks and the company, as Collection Agent and Originator.

     10.2 Amendment No. 3 to Purchase and  Contribution  Agreement,  dated as of
          October 8, 2004,  by and between the company,  as Seller,  and Lexmark
          Receivables Corporation, as Purchaser.

                                       1
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, INC.
                                   (Registrant)

                                   By:    /s/ Gary E. Morin
                                          -----------------------------------
                                   Name:  Gary E. Morin
                                   Title: Executive Vice President and Chief
                                            Financial Officer
Date: October 13, 2004

                                       2
EXHIBIT INDEX

     Exhibit No.    Description of Exhibit

     10.1 Amended  and  Restated  Receivables  Purchase  Agreement,  dated as of
          October 8, 2004,  by and among  Lexmark  Receivables  Corporation,  as
          Seller, CIESCO, LLC and Gotham Funding Corporation,  as the Investors,
          Citibank,  N.A.  and The  Bank of  Tokyo-Mitsubishi,  Ltd.,  New  York
          Branch,  as the Banks,  Citicorp North  America,  Inc. and The Bank of
          Tokyo-Mitsubishi,  Ltd.,  New York  Branch,  as the  Investor  Agents,
          Citicorp North  America,  Inc., as Program Agent for the Investors and
          Banks and the company, as Collection Agent and Originator.

     10.2 Amendment No. 3 to Purchase and  Contribution  Agreement,  dated as of
          October 8, 2004,  by and between the company,  as Seller,  and Lexmark
          Receivables Corporation, as Purchaser.

                                       3