UNITED STATES

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): December 4, 2004

LENNOX INTERNATIONAL INC.

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 8.01 Other Events.

The United Auto Workers, for a second time on Saturday, December 4, 2004, did not approve a contract proposal by Lennox Industries Inc., a subsidiary of Lennox International Inc. (the “Company”) with respect to the Company’s Marshalltown, Iowa manufacturing facility. The collective bargaining agreement between the Company and the United Auto Workers with respect to the Marshalltown facility expired by its terms on October 31, 2004. Although the agreement is expired, production at the plant is continuing as normal. Discussions between the Company and the United Auto Workers regarding a replacement collective bargaining agreement continue.

2

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.

3