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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): November 9, 2004

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
(Address of principal executive offices)
  75080
(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))



 


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Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Press Release


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Item 2.02 Results of Operations and Financial Condition.

     On November 9, 2004, Lennox International Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2004. A copy of such press release is furnished as Exhibit 99.1 to this report.

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

Item 9.01 Financial Statements 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 2.02 hereof and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

     (c)     Exhibits.

     
EXHIBIT    
NUMBER   DESCRIPTION
 
   
99.1
  Press Release dated November 9, 2004.

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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: November 9, 2004  By:   /s/ Kenneth C. Fernandez    
    Name:   Kenneth C. Fernandez   
    Title:   Associate General Counsel   

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EXHIBIT    
NUMBER   DESCRIPTION
 
   
99.1
  Press Release dated November 9, 2004.

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