SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1
(Mark One)
  [x]            Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 1996
  [ ] 
                                       OR
                Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                           Commission File No.1-14050
                        LEXMARK INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                              22-3074422
           (State or other jurisdiction             (I.R.S. Employer
         of incorporation or organization)         Identification No.)

           One Lexmark Centre Drive
             Lexington, Kentucky                           40550
    (Address of principal executive offices)            (Zip Code)

                                 (606) 232-2000
              (Registrant's telephone number, including area code)
           Securities registered pursuant to Section 12(b) of the Act:
                  
                                               Name of each exchange
           Title of each class                  on which registered
           -------------------                 ---------------------
   Class A common stock, $.01 par value       New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15(d)  of the   Securities   Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

The  number  of  shares   outstanding  (excluding  shares  held in  treasury) of
each of the  issuer's  classes of common  stock,  as of the close of business on
October 25, 1996:
            
                Class                                Number of Shares
     ------------------------------                  ----------------
  Class A common stock; $.01 par value                  67,740,788
  Class B common stock; $.01 par value                   4,573,323












               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                                      INDEX




                  
                                                                 Page of
                                                               Form 10-Q/A
                                                               -----------
                                     PART II

    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................2






























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               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

                           Part II. Other Information



Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               A list of  exhibits  is set forth in the  Exhibit  Index found on
               page 4 of this report.

          (b)  Reports on Form 8-K:

               There were no reports on Form 8-K filed  during the three  months
               ended September 30, 1996.




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               LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                    SIGNATURE
                                    ---------


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  thereunto duly authorized,  both on behalf of the registrant and in
his capacity as principal accounting officer of the registrant.


                                              Lexmark International Group, Inc.
                                              (Registrant)


Date: January 24, 1997                        By:  /s/ Albert L. Luedtke
      ----------------                             ---------------------
                                                   Corporate Controller
                                                  (Principal Accounting Officer)


                                       3







                                  EXHIBIT INDEX

Exhibits:

10      Patent Cross-License Agreement, effective October 1, 1996, between
        Hewlett-Packard Company and Lexmark International, Inc.  *

27      Financial Data Schedule

- ----------------
*  Confidential Treatment Has Been Requested Pursuant to an Amended Application.
** Previously Filed.





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