SECURITIES AND EXCHANGE COMMISSION

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): August 10, 2004

LENNOX INTERNATIONAL INC.

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

Table of Contents

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit referenced below and the information set forth therein are deemed to be furnished pursuant to Item 12 hereof and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

ITEM 12.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On August 10, 2004, Lennox International Inc. (the “Company”) issued a press release announcing that it anticipates improved income from continuing operations in both the first and second quarters of 2004, before a pre-tax goodwill impairment charge of approximately $210 million recorded in the first quarter of 2004 related to the Company’s Service Experts business. For additional information, see the August 10, 2004 press release furnished as Exhibit 99.1 to this report.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, information attached as Exhibit 99.1 is deemed to be furnished pursuant to Item 12 and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

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 hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 99.1

Lennox International Expects Improved First Half 2004
Earnings Before Goodwill Impairment Charge;
Schedules Earnings Release and Conference Call

DALLAS, Aug. 10 /PRNewswire-FirstCall/ — Lennox International Inc. (NYSE: LII) announced it anticipates improved income from continuing operations in both the first and second quarters of 2004, before a pre-tax goodwill impairment charge of approximately $210 million recorded in the first quarter related to the Service Experts business.

(Logo: http://www.newscom.com/cgi-bin/prnh/20020304/DAM053LOGO)

LII plans to report first and second quarter 2004 earnings after the market closes on Wednesday, August 18, 2004 and will provide additional details on the company’s operating results. A conference call will be held on Thursday, August 19 at 9:30 a.m. (CDT). All interested parties are invited to attend. To listen, please call the conference call line at 612-332-0345 ten minutes prior to the scheduled start time and use reservation number 742138. The number of connections for this call is limited to 200. This conference call will also be webcast on Lennox International’s web site at http://www.lennoxinternational.com.

For anyone unable to participate in this conference call, a replay will be available from 1:00 p.m. August 19 through August 26, 2004 by dialing 800-475-6701, access code 742138. This call will also be archived on the company’s web site.

Operating in over 100 countries, 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 Bill Moltner, Vice President, Investor Relations, at 972-497-6670.

SOURCE Lennox International Inc.