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): June 2, 2008

LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

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

2140 Lake Park Blvd. Richardson, Texas	75080
(Address of Principal Executive Offices)	(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:

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 8.01 Other Events.

On June 2, 2008, Lennox International Inc. (the “Company”) announced that its Board of Directors approved a new share repurchase program for $300 million, pursuant to which the Company plans to repurchase shares of its common stock, par value $.01 per share, through open market transactions. Based on the closing price of the Company’s common stock on May 30, 2008, a $300 million share repurchase would represent over 15% of the Company’s market capitalization. The Company also announced that it had completed the $500 million share repurchase program announced on July 25, 2007. A copy of the press release, dated June 2, 2008, is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

EXHIBIT
NUMBER	DESCRIPTION
99.1	Press Release dated June 2, 2008.

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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: June 2, 2008

By: /s/ Kenneth C. Fernandez                       
Name: Kenneth C. Fernandez
Title: Associate General Counsel

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
99.1	Press Release dated June 2, 2008.

4

EX-99.1

Exhibit 99.1

Lennox International announces new $300 million stock repurchase program and early completion of $500 Million stock repurchase program

(DALLAS, June 2, 2008) — Lennox International Inc. (NYSE: LII) today announced its board of directors has approved a share repurchase program for $300 million of its common stock in open market transactions. Based on the closing price on May 30, 2008, a $300 million repurchase would represent over 15% of the company’s market capitalization.

The company has repurchased approximately 14 million shares under the $500 million stock repurchase program announced on July 25, 2007. The repurchases were completed over one quarter ahead of the previously announced completion date of the end of third quarter 2008. 

“We are confident an ongoing share repurchase program is an effective way to achieve our long term objective of enhancing shareholder value by returning free cash flow to shareholders, while continuing to drive growth organically and through strategic acquisitions,” said Todd Bluedorn, LII chief executive officer. “This authorization underscores the confidence the board and I have in Lennox International and our continued financial strength and future growth prospects.”

Through its subsidiaries, Lennox International Inc. is a global leader in the heating, ventilation, 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 Steve Harrison, vice president, investor relations at 972-497-6670