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):

                                February 15, 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 February 10, 2005, the Board of Directors of Lexmark International, Inc.
(the  "company")  approved the annual base  salaries  (effective  as of March 7,
2005) of the company's  executive  officers  after a review of  performance  and
competitive  market data. The following  table sets forth the annual base salary
levels of the company's Named Executive Officers (which officers were determined
by reference to the Company's  proxy  statement,  dated March 18, 2004) for 2005
and 2004:

NAME AND POSITION                           YEAR               BASE SALARY

Paul J. Curlander                           2005                 $ 1,000,000
         Chairman and Chief                 2004                 $   950,000
         Executive Officer

Paul A. Rooke                               2005                 $   530,000
         Executive Vice President           2004                 $   480,000
         and Division President

Gary E. Morin                               2005                 $   465,000
         Executive Vice President           2004                 $   425,000
         and Chief Financial Officer

Najib Bahous                                2005                 $   440,000
         Vice President and Division        2004                 $   390,000 (1)
         President

Vincent J. Cole                             2005                 $   390,000
         Vice President, General            2004                 $   350,000
         Counsel and Secretary


(1) During the first half of 2004,  Mr. Bahous was an employee of Lexmark Europe
SARL,  a  subsidiary  of the  company  located in France,  and  assigned  to the
company's headquarters in Lexington,  Kentucky.  Therefore,  the base salary for
2004  reflected  in the table above did not become  effective  until Mr.  Bahous
became an employee of Lexmark International, Inc. on July 1, 2004.

     On February 9, 2005, the Compensation and Pension Committee of the Board of
Directors (the "Compensation  Committee") certified the attainment levels of the
performance  criteria for the 2004 incentive  compensation awards to each of the
company's Named  Executive  Officers with respect to the year ended December 31,
2004. The annual  incentive  compensation  awards were  determined  based on the
company's and each executive's  individual  performance  during 2004 as measured
against  performance  measures  established  in  February  2004.  The  company's
performance  measures  for 2004  included  operating  income for Dr.  Curlander,
revenue,  operating income, and cash cycle days for Messrs.  Morin and Cole, and
revenue,  operating  income,  and cash cycle days calculated on both a corporate
and  divisional  basis for their  respective  divisions  for  Messrs.  Rooke and
Bahous.   Individual   performance  measures  included  executing  to  strategic
objectives and attention to key focus areas. The following table sets forth cash
payments to the Named Executive  Officers with respect to their annual incentive
compensation awards for 2004 and 2003:


NAME                                        YEAR          ANNUAL INCENTIVE AWARD

Dr. Curlander                               2004             $  1,410,382
                                            2003             $  1,630,000

<PAGE>


Mr. Rooke                                   2004             $    513,987
                                            2003             $    619,095

Mr. Morin                                   2004             $    462,328
                                            2003             $    547,126

Mr. Bahous                                  2004             $    459,304 (1)
                                            2003             $    310,000 (1)

Mr. Cole                                    2004             $    364,010
                                            2003             $    400,764


(1) During 2003 and the first six months of 2004,  Mr. Bahous was an employee of
Lexmark Europe SARL, a subsidiary of the company located in France, and assigned
to the company's  headquarters in Lexington,  Kentucky.  Therefore,  Mr. Bahous'
entire  incentive  compensation  award  for  2003  and  part  of  his  incentive
compensation  award  for  2004  was  calculated  based  on his  French  eligible
earnings.

     On  February  9, 2005,  the  Compensation  Committee  also  granted  annual
incentive  compensation  awards  with  respect  to 2005 to the  Company's  Named
Executive  Officers  pursuant  to  the  company's  Senior  Executive   Incentive
Compensation  Plan (the "Incentive  Compensation  Plan"),  which was approved by
stockholders  in April  2004.  The maximum  award which may be earned  under the
Incentive  Compensation  Plan  by  any  Named  Executive  Officer  is  equal  to
six-tenths  of one  percent of  operating  income for the  one-year  performance
period,  however,  the Committee,  in its sole discretion,  may reduce the award
based on any factors that the Committee deems  appropriate,  including,  but not
limited to, revenue,  operating  income,  cash cycle days,  divisional  revenue,
divisional  operating  income,   divisional  cash  cycle  days,  and  individual
performance.

     Also on February 9, 2005,  the  Compensation  Committee  granted  Long-Term
Incentive  Awards  pursuant  to the  2005-2007  Long-Term  Incentive  Plan  (the
"2005-2007  LTIP").  The 2005-2007 LTIP is intended to reward the achievement of
specific  financial  objectives over a three-year  performance cycle. Under this
program,  certain  executives,  including  the  Named  Executive  Officers,  are
eligible  for a cash  award  at the end of the  three-year  cycle  based  on the
achievement  of  the  financial  objectives.   The  Compensation  Committee  has
established  revenue,  operating  income and cash cycle days as the  performance
goals for the 2005 through 2007 cycle.  The target award amounts for each of the
Named Executive  Officers is set forth in the following  table.  The form of the
2005-2007  LTIP  Agreement is filed as Exhibit 10.1 to this report and is hereby
incorporated by reference.

NAME                                                         TARGET AWARD

Dr. Curlander                                                $  1,575,000

Mr. Rooke                                                    $    650,000

Mr. Morin                                                    $    575,000

Mr. Bahous                                                   $    550,000

Mr. Cole                                                     $    400,000

     In addition to the above  items,  on  February  9, 2005,  the  Compensation
Committee approved grants of ten-year non-qualified stock options to each of the
Named  Executive  Officers  pursuant to the company's  Stock Incentive Plan. The
options vest in three  approximately  equal annual  installments of

<PAGE>

34%,  33% and 33%,  beginning  on the  first  anniversary  of the date of grant,
subject to continued  employment.  The  following  table sets forth  information
regarding the individual  grants of stock options to each of the Named Executive
Officers:


NAME                     YEAR        NUMBER OF STOCK OPTIONS    EXERCISE PRICE

Dr. Curlander            2005               150,000               $ 84.80
                         2004               150,000               $ 81.04

Mr. Rooke                2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Morin                2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Bahous               2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Cole                 2005                33,000               $ 84.80
                         2004                33,000               $ 81.04


     In addition, on February 10, 2005, upon the recommendation of the Corporate
Governance  and Public  Policy  Committee of the Board,  the Board  approved the
terms of the compensation to be paid to each  nonemployee  director of the Board
in respect of his/her service to the Board. A summary describing the elements of
such  compensation  is  filed  as  Exhibit  10.2 to this  report  and is  hereby
incorporated by reference.

     The  company  intends  to  provide  additional  information  regarding  the
compensation  awarded to the Named Executive Officers with respect to and during
the year ended  December 31, 2004 in the proxy  statement for the company's 2005
Annual  Meeting  of  Stockholders,  which  is  expected  to be  filed  with  the
Securities and Exchange Commission in March 2005.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)   EXHIBITS

      Exhibit No.  Description of Exhibit

      10.1         Form of Agreement pursuant to the company's 2005-2007 Long-
                   Term Incentive Plan.

      10.2         Description of Compensation Payable to Nonemployee Directors.




<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: February 15, 2005


<PAGE>




                                  EXHIBIT INDEX


Exhibit No.    Description of Exhibit

10.1           Form of Agreement pursuant to the company's 2005-2007 Long-Term
               Incentive Plan.  +

10.2           Description of Compensation Payable to Nonemployee Directors.  +



+ Indicates management contract or compensatory plan, contract or arrangement.
[{"type": "8-K", "sequence": "1", "filename": "execcomp8k021505.txt", "description": "LEXMARK INTERNATIONAL, INC. 8-K", "secsgml_size_bytes": 12332}]
{"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": "05617561"}, "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):

                                February 15, 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 February 10, 2005, the Board of Directors of Lexmark International, Inc.
(the  "company")  approved the annual base  salaries  (effective  as of March 7,
2005) of the company's  executive  officers  after a review of  performance  and
competitive  market data. The following  table sets forth the annual base salary
levels of the company's Named Executive Officers (which officers were determined
by reference to the Company's  proxy  statement,  dated March 18, 2004) for 2005
and 2004:

NAME AND POSITION                           YEAR               BASE SALARY

Paul J. Curlander                           2005                 $ 1,000,000
         Chairman and Chief                 2004                 $   950,000
         Executive Officer

Paul A. Rooke                               2005                 $   530,000
         Executive Vice President           2004                 $   480,000
         and Division President

Gary E. Morin                               2005                 $   465,000
         Executive Vice President           2004                 $   425,000
         and Chief Financial Officer

Najib Bahous                                2005                 $   440,000
         Vice President and Division        2004                 $   390,000 (1)
         President

Vincent J. Cole                             2005                 $   390,000
         Vice President, General            2004                 $   350,000
         Counsel and Secretary

(1) During the first half of 2004,  Mr. Bahous was an employee of Lexmark Europe
SARL,  a  subsidiary  of the  company  located in France,  and  assigned  to the
company's headquarters in Lexington,  Kentucky.  Therefore,  the base salary for
2004  reflected  in the table above did not become  effective  until Mr.  Bahous
became an employee of Lexmark International, Inc. on July 1, 2004.

     On February 9, 2005, the Compensation and Pension Committee of the Board of
Directors (the "Compensation  Committee") certified the attainment levels of the
performance  criteria for the 2004 incentive  compensation awards to each of the
company's Named  Executive  Officers with respect to the year ended December 31,
2004. The annual  incentive  compensation  awards were  determined  based on the
company's and each executive's  individual  performance  during 2004 as measured
against  performance  measures  established  in  February  2004.  The  company's
performance  measures  for 2004  included  operating  income for Dr.  Curlander,
revenue,  operating income, and cash cycle days for Messrs.  Morin and Cole, and
revenue,  operating  income,  and cash cycle days calculated on both a corporate
and  divisional  basis for their  respective  divisions  for  Messrs.  Rooke and
Bahous.   Individual   performance  measures  included  executing  to  strategic
objectives and attention to key focus areas. The following table sets forth cash
payments to the Named Executive  Officers with respect to their annual incentive
compensation awards for 2004 and 2003:

NAME                                        YEAR          ANNUAL INCENTIVE AWARD

Dr. Curlander                               2004             $  1,410,382
                                            2003             $  1,630,000
Mr. Rooke                                   2004             $    513,987
                                            2003             $    619,095

Mr. Morin                                   2004             $    462,328
                                            2003             $    547,126

Mr. Bahous                                  2004             $    459,304 (1)
                                            2003             $    310,000 (1)

Mr. Cole                                    2004             $    364,010
                                            2003             $    400,764

(1) During 2003 and the first six months of 2004,  Mr. Bahous was an employee of
Lexmark Europe SARL, a subsidiary of the company located in France, and assigned
to the company's  headquarters in Lexington,  Kentucky.  Therefore,  Mr. Bahous'
entire  incentive  compensation  award  for  2003  and  part  of  his  incentive
compensation  award  for  2004  was  calculated  based  on his  French  eligible
earnings.

     On  February  9, 2005,  the  Compensation  Committee  also  granted  annual
incentive  compensation  awards  with  respect  to 2005 to the  Company's  Named
Executive  Officers  pursuant  to  the  company's  Senior  Executive   Incentive
Compensation  Plan (the "Incentive  Compensation  Plan"),  which was approved by
stockholders  in April  2004.  The maximum  award which may be earned  under the
Incentive  Compensation  Plan  by  any  Named  Executive  Officer  is  equal  to
six-tenths  of one  percent of  operating  income for the  one-year  performance
period,  however,  the Committee,  in its sole discretion,  may reduce the award
based on any factors that the Committee deems  appropriate,  including,  but not
limited to, revenue,  operating  income,  cash cycle days,  divisional  revenue,
divisional  operating  income,   divisional  cash  cycle  days,  and  individual
performance.

     Also on February 9, 2005,  the  Compensation  Committee  granted  Long-Term
Incentive  Awards  pursuant  to the  2005-2007  Long-Term  Incentive  Plan  (the
"2005-2007  LTIP").  The 2005-2007 LTIP is intended to reward the achievement of
specific  financial  objectives over a three-year  performance cycle. Under this
program,  certain  executives,  including  the  Named  Executive  Officers,  are
eligible  for a cash  award  at the end of the  three-year  cycle  based  on the
achievement  of  the  financial  objectives.   The  Compensation  Committee  has
established  revenue,  operating  income and cash cycle days as the  performance
goals for the 2005 through 2007 cycle.  The target award amounts for each of the
Named Executive  Officers is set forth in the following  table.  The form of the
2005-2007  LTIP  Agreement is filed as Exhibit 10.1 to this report and is hereby
incorporated by reference.

NAME                                                         TARGET AWARD

Dr. Curlander                                                $  1,575,000

Mr. Rooke                                                    $    650,000

Mr. Morin                                                    $    575,000

Mr. Bahous                                                   $    550,000

Mr. Cole                                                     $    400,000

     In addition to the above  items,  on  February  9, 2005,  the  Compensation
Committee approved grants of ten-year non-qualified stock options to each of the
Named  Executive  Officers  pursuant to the company's  Stock Incentive Plan. The
options vest in three  approximately  equal annual  installments of
34%,  33% and 33%,  beginning  on the  first  anniversary  of the date of grant,
subject to continued  employment.  The  following  table sets forth  information
regarding the individual  grants of stock options to each of the Named Executive
Officers:

NAME                     YEAR        NUMBER OF STOCK OPTIONS    EXERCISE PRICE

Dr. Curlander            2005               150,000               $ 84.80
                         2004               150,000               $ 81.04

Mr. Rooke                2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Morin                2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Bahous               2005                47,000               $ 84.80
                         2004                47,000               $ 81.04

Mr. Cole                 2005                33,000               $ 84.80
                         2004                33,000               $ 81.04

     In addition, on February 10, 2005, upon the recommendation of the Corporate
Governance  and Public  Policy  Committee of the Board,  the Board  approved the
terms of the compensation to be paid to each  nonemployee  director of the Board
in respect of his/her service to the Board. A summary describing the elements of
such  compensation  is  filed  as  Exhibit  10.2 to this  report  and is  hereby
incorporated by reference.

     The  company  intends  to  provide  additional  information  regarding  the
compensation  awarded to the Named Executive Officers with respect to and during
the year ended  December 31, 2004 in the proxy  statement for the company's 2005
Annual  Meeting  of  Stockholders,  which  is  expected  to be  filed  with  the
Securities and Exchange Commission in March 2005.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)   EXHIBITS

      Exhibit No.  Description of Exhibit

      10.1         Form of Agreement pursuant to the company's 2005-2007 Long-
                   Term Incentive Plan.

      10.2         Description of Compensation Payable to Nonemployee Directors.
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: February 15, 2005
EXHIBIT INDEX

Exhibit No.    Description of Exhibit

10.1           Form of Agreement pursuant to the company's 2005-2007 Long-Term
               Incentive Plan.  +

10.2           Description of Compensation Payable to Nonemployee Directors.  +

+ Indicates management contract or compensatory plan, contract or arrangement.