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):

                                 August 19, 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.

On August 19,  2005, the  Company  agreed to employ Mr. John W.  Gamble,  Jr. as
Executive Vice President and Chief Financial  Officer of the Company.  Under the
terms of Mr.  Gamble's  employment,  Mr.  Gamble  will  receive a base salary of
$450,000 and a recruitment incentive of $325,000.  Beginning in 2006, Mr. Gamble
will  be  eligible  for  an  annual  incentive  compensation  award  equal  to a
percentage up to 150% of his base salary,  with a minimum  guarantee of $250,000
for 2006.  Mr.  Gamble  will  also be  eligible  for a grant of 50,000  options,
restricted  stock  units  with  a  value  of  $325,000  and  an  opportunity  to
participate in the 2005-2007 Long-Term Incentive Plan with a target of $575,000.
Mr.  Gamble will also be  eligible  to  participate  in the  Company's  employee
benefit programs,  employee  relocation  program,  executive  financial planning
program and the Supplemental  Retirement Plan. The Company also intends to enter
into  an   Employment   Agreement,   a  Change  in  Control   Agreement  and  an
Indemnification  Agreement  with Mr. Gamble on  substantially  the same terms as
those of the Company's other executive officers.


ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

On August 30, 2005, the Company issued a press release announcing  that Mr. John
W. Gamble,  Jr., 42, will join the Company as Executive Vice President and Chief
Financial Officer  effective  September 6, 2005. Mr. Gamble comes to the Company
from Agere Systems Inc., a $1.9 billion  provider of  semiconductors  ("Agere"),
where he has served as Executive  Vice  President  and Chief  Financial  Officer
since  February  2003.  From January 2003 to February 2003, Mr. Gamble served as
Senior Vice President and Business Controller,  and from January 2001 to January
2003,  he served as Senior  Vice  President  and  Treasurer  of Agere.  Prior to
joining  Agere,  Mr.  Gamble  held a number of finance  positions  at  Honeywell
International,  Inc. (formerly AlliedSignal, Inc.), including Vice President and
Chief  Financial  Officer of Honeywell  Industrial  Controls,  Vice President of
Business  Planning and  Analysis  and  Assistant  Treasurer.  The press  release
announcing  Mr.  Gamble's  appointment  is filed herewith as Exhibit 99.1 and is
incorporated  herein by reference.  A description  of the material  terms of Mr.
Gamble's  employment  is  included  under Item 1.01 and  incorporated  herein by
reference.

Effective  September 6, 2005, Mr. Gary E. Morin, the Company's current Executive
Vice President and Chief Financial  Officer,  will continue serving as Executive
Vice President of the Company until he retires.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c) EXHIBITS

    Exhibit No.  Description of Exhibit

    99.1         Press Release issued by Lexmark International, Inc., dated
                 August 30, 2005.



<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: August 30, 2005


<PAGE>




                                  EXHIBIT INDEX


Exhibit No. Description of Exhibit

99.1        Press Release issued by Lexmark International, Inc., dated August
            30, 2005.
[{"type": "8-K", "sequence": "1", "filename": "execoffer8k08302005.txt", "description": "LEXMARK INTERNATIONAL, INC. FORM 8-K", "secsgml_size_bytes": 5974}]
{"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": "051057258"}, "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):

                                 August 19, 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.

On August 19,  2005, the  Company  agreed to employ Mr. John W.  Gamble,  Jr. as
Executive Vice President and Chief Financial  Officer of the Company.  Under the
terms of Mr.  Gamble's  employment,  Mr.  Gamble  will  receive a base salary of
$450,000 and a recruitment incentive of $325,000.  Beginning in 2006, Mr. Gamble
will  be  eligible  for  an  annual  incentive  compensation  award  equal  to a
percentage up to 150% of his base salary,  with a minimum  guarantee of $250,000
for 2006.  Mr.  Gamble  will  also be  eligible  for a grant of 50,000  options,
restricted  stock  units  with  a  value  of  $325,000  and  an  opportunity  to
participate in the 2005-2007 Long-Term Incentive Plan with a target of $575,000.
Mr.  Gamble will also be  eligible  to  participate  in the  Company's  employee
benefit programs,  employee  relocation  program,  executive  financial planning
program and the Supplemental  Retirement Plan. The Company also intends to enter
into  an   Employment   Agreement,   a  Change  in  Control   Agreement  and  an
Indemnification  Agreement  with Mr. Gamble on  substantially  the same terms as
those of the Company's other executive officers.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

On August 30, 2005, the Company issued a press release announcing  that Mr. John
W. Gamble,  Jr., 42, will join the Company as Executive Vice President and Chief
Financial Officer  effective  September 6, 2005. Mr. Gamble comes to the Company
from Agere Systems Inc., a $1.9 billion  provider of  semiconductors  ("Agere"),
where he has served as Executive  Vice  President  and Chief  Financial  Officer
since  February  2003.  From January 2003 to February 2003, Mr. Gamble served as
Senior Vice President and Business Controller,  and from January 2001 to January
2003,  he served as Senior  Vice  President  and  Treasurer  of Agere.  Prior to
joining  Agere,  Mr.  Gamble  held a number of finance  positions  at  Honeywell
International,  Inc. (formerly AlliedSignal, Inc.), including Vice President and
Chief  Financial  Officer of Honeywell  Industrial  Controls,  Vice President of
Business  Planning and  Analysis  and  Assistant  Treasurer.  The press  release
announcing  Mr.  Gamble's  appointment  is filed herewith as Exhibit 99.1 and is
incorporated  herein by reference.  A description  of the material  terms of Mr.
Gamble's  employment  is  included  under Item 1.01 and  incorporated  herein by
reference.

Effective  September 6, 2005, Mr. Gary E. Morin, the Company's current Executive
Vice President and Chief Financial  Officer,  will continue serving as Executive
Vice President of the Company until he retires.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c) EXHIBITS

    Exhibit No.  Description of Exhibit

    99.1         Press Release issued by Lexmark International, Inc., dated
                 August 30, 2005.
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: August 30, 2005
EXHIBIT INDEX

Exhibit No. Description of Exhibit

99.1        Press Release issued by Lexmark International, Inc., dated August
            30, 2005.