8-K

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 10, 2007

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-15149
(Commission File Number) 42-0991521
(IRS Employer
Identification No.)

2140 Lake Park Blvd.
Richardson, Texas 75080
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
(972) 497-5000

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

     o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

     On October 10, 2007, Lennox International Inc. (the “Company”) announced plans to close its refrigeration operations in Danville, IL and consolidate its Danville manufacturing, support, and warehouse functions in its Tifton, GA and Stone Mountain, GA operations.

     With increased competition in both the domestic and foreign refrigeration markets, the Company believes the consolidation is necessary to remain competitive. The consolidation will be a phased process and is expected to be completed over the next 18 months. The Company expects the consolidation to lead to annual pre-tax cost reductions of over $6 million beginning 2009.

     In conjunction with these actions, the Company currently expects to incur restructuring-related charges of approximately $17.3 million pre-tax. Included in these charges are the following estimated costs:

• One-time employee termination benefits of approximately $3.8 million consisting primarily of severance and related fringe benefits; and

• Other associated costs of approximately $13.5 million, which include (i) loss on disposal of certain long-lived assets of approximately $3.9 million; (ii) relocation costs of approximately $2.1 million, primarily for equipment and inventory and (iii) other associated costs of approximately $7.5 million.

     The above estimated costs are expected to result in short-term cash outlays of approximately $11.8 million and non-cash asset write-offs of approximately $5.5 million.

     This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based upon management’s beliefs, as well as assumptions made by and information currently available to management. All statements other than statements of historical fact included in this Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements identified by the words “expects to,” “currently expects” and similar expressions. Actual events or results may differ materially from such forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Item 9.01 Financial Statements and Exhibits.

     (c)      Exhibits.

EXHIBIT
NUMBER	DESCRIPTION
99.1	Press release dated October 10, 2007.

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.

	LENNOX INTERNATIONAL INC.
Date: October 10, 2007	By:	/s/ Kenneth C. Fernandez
		Name:	Kenneth C. Fernandez
		Title:	Associate General Counsel

EX-99.1

EXHIBIT 99.1

Lennox International consolidates Refrigeration operations; closes factory in Danville, IL

     (DALLAS, October 10, 2007) — Lennox International Inc. (NYSE: LII) announced plans to close its Refrigeration operations in Danville, IL and consolidate its Danville manufacturing, support, and warehouse functions in its Tifton, GA and Stone Mountain, GA operations. The LII facility in Danville manufactures evaporators and other heat transfer products for the commercial refrigeration industry.

     The consolidation will be a phased process and is expected to be completed over the next 18 months.

     “Decisions involving our employees and their families are always difficult,” said Todd Bluedorn, LII CEO. “However, because of increasing pressures we face in our refrigeration markets from both domestic and foreign competition, the consolidation of our Refrigeration operations is necessary for us to remain competitive.”

     “This decision is not a reflection of the quality of our people in Danville, but a consequence of how our market and competitive situation have evolved in recent years,” said Chris Peel, vice president and general manager, Heatcraft Refrigeration Products LLC. “In planning the consolidation, a high priority has been placed on minimizing the impact on our customers and being respectful of the employees who made our Danville operations such an important contributor to our business for over 17 years.”

     Lennox International Inc., through its subsidiaries, is a global leader in the heating, air conditioning, and refrigeration markets. Lennox International stock is traded on the New York Stock Exchange under the symbol “LII.” Additional information is available at http//:www.lennoxinternational.com or by contacting Karen O’Shea, vice president, communications and public relations, at 972-497-5172.

     This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from such statements. For information concerning these risks and uncertainties, see LII’s publicly available filings with the Securities and Exchange Commission. LII disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.