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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 KY 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) 05/24/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/24/2004		M		1,075	A	$58.42	13,075	D
Class A Common Stock	05/24/2004		M		1,931	A	$78.875	15,006	D
Class A Common Stock	05/24/2004		M		3,045	A	$78.875	18,051	D
Class A Common Stock	05/24/2004		M		4,400	A	$52.3438	22,451	D
Class A Common Stock	05/24/2004		M		1,549	A	$78.875	24,000	D
Class A Common Stock	05/24/2004		F		8,712	D	$92.76	15,288	D
Class A Common Stock	05/24/2004		S		3,100	D	$92.95	12,188	D
Class A Common Stock	05/24/2004		S		188	D	$93.02	12,000(1)	D
Class A Common Stock								552	I	By 401(k)
Class A Common Stock								1,192	I	By Employee Stock Purchase Plan
Class A Common Stock								41,059	I	By Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option(2)	$78.875	05/24/2004		M			3,045	05/23/2000	11/15/2005	Class A Common Stock	3,045	$0	0.00	D
Employee Stock Option(2)	$92.76	05/24/2004		A		2,591		11/24/2004	11/15/2005	Class A Common Stock	2,591	$0	2,591	D
Employee Stock Option(2)	$78.875	05/24/2004		M			1,931	05/23/2000	02/13/2007	Class A Common Stock	1,931	$0	0.00	D
Employee Stock Option(2)	$92.76	05/24/2004		A		1,642		11/24/2004	02/13/2007	Class A Common Stock	1,642	$0	1,642	D
Employee Stock Option(2)	$78.875	05/24/2004		M			1,549	05/23/2000	02/12/2008	Class A Common Stock	1,549	$0	0.00	D
Employee Stock Option(2)	$92.76	05/24/2004		A		1,318		11/24/2004	02/12/2008	Class A Common Stock	1,318	$0	1,318	D
Employee Stock Option(2)	$52.3438(3)	05/24/2004		M			4,400(3)	02/11/2000	02/11/2009	Class A Common Stock	4,400(3)	$0	0.00	D
Employee Stock Option(2)	$92.76	05/24/2004		A		2,483		11/24/2004	02/11/2009	Class A Common Stock	2,483	$0	2,483	D
Employee Stock Option(2)	$58.42	05/24/2004		M			1,075	02/11/2004	02/11/2013	Class A Common Stock	1,075	$0	45,925	D
Employee Stock Option(2)	$92.76	05/24/2004		A		678		11/24/2004	02/11/2013	Class A Common Stock	678	$0	678	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. Right to Buy with Tandem Tax Withholding Right

3. The shares covered and exercise price of this option previously reported have been adjusted to reflect a 2-for-1 stock split of the Class A Common Stock on June 10, 1999.

Remarks:

	By: /s/ Joseph M. Kamer, Attorney-in-Fact	05/26/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.