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 29, 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 8.01    OTHER EVENTS

On October 29, 2004,  the company  issued a press  release  announcing  that its
Board of Directors has  authorized the repurchase of an additional $1 billion of
its Class A Common Stock.  This  repurchase  authorization  raises the aggregate
repurchase  authorization  to $2.4  billion  from  the $1.4  billion  previously
granted  by the  Board.  The  company  has  used  $1.36  billion  of  the  prior
authorization  to repurchase  approximately  36.4 million shares.  A copy of the
press  release is furnished  as Exhibit 99.1 to this report and is  incorporated
herein by reference.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

     Exhibit No.   Description of Exhibit

     99.1          Press Release issued by Lexmark International, Inc.,
                   dated October 29, 2004.







<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: October 29, 2004
[{"type": "8-K", "sequence": "1", "filename": "sub8k102904.txt", "description": "LEXMARK INTERNATIONAL, INC. FORM 8-K", "secsgml_size_bytes": 3646}]
{"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": "041105452"}, "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):

                                October 29, 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 8.01    OTHER EVENTS

On October 29, 2004,  the company  issued a press  release  announcing  that its
Board of Directors has  authorized the repurchase of an additional $1 billion of
its Class A Common Stock.  This  repurchase  authorization  raises the aggregate
repurchase  authorization  to $2.4  billion  from  the $1.4  billion  previously
granted  by the  Board.  The  company  has  used  $1.36  billion  of  the  prior
authorization  to repurchase  approximately  36.4 million shares.  A copy of the
press  release is furnished  as Exhibit 99.1 to this report and is  incorporated
herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS

     Exhibit No.   Description of Exhibit

     99.1          Press Release issued by Lexmark International, Inc.,
                   dated October 29, 2004.
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: October 29, 2004