Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hogan Mark Roland
  2. Issuer Name and Ticker or Trading Symbol
LENNOX INTERNATIONAL INC [LII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Engineering
(Last)
(First)
(Middle)
2140 LAKE PARK BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2008
(Street)

RICHARDSON, TX 75080
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/25/2008   M   3,634 D $ 29.355 42,853 (1) D  
Common Stock, par value $0.01 per share 07/25/2008   M   1,679 D $ 30.845 44,532 D  
Common Stock, par value $0.01 per share 07/25/2008   S   3,298 D $ 34.365 41,234 D  
Common Stock, par value $0.01 per share 07/25/2008   S   1,537 D $ 35.61 39,697 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 29.355 07/25/2008   M     3,634 12/09/2006(2) 12/09/2012 Common Stock, par value $0.01 per share 3,634 $ 0 1,818 D  
Stock Appreciation Rights $ 30.845 07/25/2008   M     1,679 12/08/2007(2) 12/08/2013 Common Stock, par value $0.01 per share 1,679 $ 0 3,360 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hogan Mark Roland
2140 LAKE PARK BLVD.
RICHARDSON, TX 75080
      EVP, Engineering  

Signatures

 William F. Stoll, Jr. For Mark Roland Hogan   07/29/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 209 shares that were previously reported as withheld to cover taxes. Only 6,921 shares were withheld, instead of the estimated 7,130 shares as reported on the original Form 4 filed 2/28/08.
(2) The stock appreciation right becomes exercisable in three equal annual installments commencing one year after the date of grant.
 
Remarks:
Attorney-in-fact pursuant to the power of attorney dated July 16, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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