SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROOKE PAUL A

(Last)

(First)

(Middle)

ONE LEXMARK CENTRE DRIVE

740 WEST NEW CIRCLE ROAD

(Street)

LEXINGTON

40550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXMARK INTERNATIONAL INC /KY/ [ LXK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/01/2005		M		16,200	A	$50.08	28,200	D
Class A Common Stock	02/01/2005		M		7,300	A	$50.48	35,500	D
Class A Common Stock	02/01/2005		F		14,156	D	$83.35	21,344	D
Class A Common Stock	02/01/2005		S		7,500	D	$85	13,844	D
Class A Common Stock	02/01/2005		S		1,844	D	$85.01	12,000⁽¹⁾	D
Class A Common Stock								40,529	I	By Trust
Class A Common Stock								1,192	I	By Employee Stock Purchase Plan
Class A Common Stock								530⁽²⁾	I	By daughters
Class A Common Stock								552	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽³⁾	$50.08	02/01/2005		M			16,200	02/21/2002	02/21/2011	Class A Common Stock	16,200	$0	18,800	D
Employee Stock Option⁽³⁾	$83.35	02/01/2005		A		9,734		08/01/2005	02/21/2011	Class A Common Stock	9,734	$0	9,734	D
Employee Stock Option⁽³⁾	$50.48	02/01/2005		M			7,300	02/20/2003	02/20/2012	Class A Common Stock	7,300	$0	39,700	D
Employee Stock Option⁽³⁾	$83.35	02/01/2005		A		4,422		08/01/2005	02/20/2012	Class A Common Stock	4,422	$0	4,422	D

Explanation of Responses:

1. 12,000 of these securities are restricted stock units from a grant made and reported on February 25, 2004 - - 4,000 of which will vest on each of February 25, 2006, February 25, 2008 and February 25, 2010.

2. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Right to Buy with Tandem Tax Withholding Right

Remarks:

	By: /s/ Joseph M. Kamer, Attorney-in-Fact	02/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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