content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999.
                                                            REGISTRATION NO. 333-
  ================================================================================
  
           SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
  
                                     -----------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     -----------
                              LENNOX INTERNATIONAL INC.
               (Exact name of Registrant as specified in its charter)
  
  
                    DELAWARE                                    42-0991521
          (State or other jurisdiction                       (I.R.S. Employer
       of incorporation or organization)                  Identification Number)
  
                    2140 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
            (Address of principal executive offices, including zip code)
                                     -----------
  
                  1998 INCENTIVE PLAN OF LENNOX INTERNATIONAL INC.
                              (Full Title of the Plan)
                                     -----------
  
                                   CARL E. EDWARDS
                              EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL AND SECRETARY
                              LENNOX INTERNATIONAL INC.
                                2140 LAKE PARK BLVD.
                               RICHARDSON, TEXAS 75080
                       (Name and address of agent for service)
  
                                   (972) 497-5000
            (Telephone number, including area code, of agent for service)
                                     -----------
                                      COPY TO:
                                   Andrew M. Baker
                                Baker & Botts, L.L.P.
                                  2001 Ross Avenue
                                 Dallas, Texas 75201
                                   (214) 953-6500
                                     -----------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =========================================================================================================================
  
                                                        Proposed maximum        Proposed maximum
     Title of securities          Amount to be         offering price per      aggregate offering    Amount of registration
       to be registered            registered              share (1)               price (1)                   fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                    <C>                     <C>                   <C>
   Common Stock, par value
   $0.01 per share              4,603,500 shares             $20.00               $92,070,000                $25,596
  =========================================================================================================================
  </TABLE>
  
  
  (1)      Calculated pursuant to Rule 457(h) based on the estimate of the maximum
           initial public offering price for the Common Stock as disclosed in the
           Registration Statement on Form S-1 (Registration No. 333-75725) of
           Lennox International Inc.
  
  <PAGE>   2
  
  
  
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note: The document(s) containing the information concerning the 1998
  Incentive Plan of Lennox International Inc. (the "Plan") required by Item 1 of
  Form S-8 and the statement of availability of registrant information, Plan
  information and other information required by Item 2 of Form S-8 will be sent or
  given to employees as specified by Rule 428 under the Securities Act of 1933, as
  amended ("Securities Act"). In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  Lennox International Inc. (the "Company") shall maintain a file of such
  documents in accordance with the provisions of Rule 428. Upon request, the
  Company shall furnish to the Commission or its staff a copy or copies of any or
  all of the documents included in such file.
  
  
  
                                         I-1
  <PAGE>   3
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
           (1) The Company's latest prospectus filed with the Commission on July
  29, 1999 pursuant to Rule 424(b) under the Securities Act.
  
           (2) The description of the capital stock of the Company contained in
  the Company's Registration Statement on Form S-1 (Registration No. 333-75725)
  (the "S-1").
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment to this
  Registration Statement that indicates that all securities offered hereby have
  been sold or that deregisters all securities then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an amendment
  hereto or in a document incorporated by reference herein shall be deemed
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein, in any subsequently filed supplement to this
  Registration Statement or any document that is also incorporated by reference
  herein modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Set forth below is a description of certain provisions of the Restated
  Certificate of Incorporation of the Company (the "Certificate"), the Amended and
  Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements (the
  "Indemnification Agreements") the Company has entered into with its directors
  and certain of its officers (the "Indemnitees") and the Delaware General
  Corporation Law (the "DGCL"). This description is intended as a summary only
  
  
                                      II-1
  
  <PAGE>   4
  and is qualified in its entirety by reference to the Certificate, the Bylaws and
  the Indemnification Agreements, copies of which have been filed as exhibits to
  the Company's S-1, and by reference to the DGCL.
  
  Delaware General Corporation Law
  
           Section 145(a) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the corporation) by reason of the fact that the person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding if the person acted in good faith and in a
  manner the person reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that the
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise against expenses (including attorneys' fees) actually and
  reasonably incurred by the person in connection with the defense or settlement
  of such action or suit if the person acted in good faith and in a manner the
  person reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Delaware Court
  of Chancery or the court in which such action or suit was brought shall
  determine upon application that, despite the adjudication of liability but in
  view of all the circumstances of the case, such person is fairly and reasonably
  entitled to indemnity for such expenses which the Delaware Court of Chancery or
  such other court shall deem proper.
  
           Section 145(c) of the DGCL provides that to the extent that a present
  or former director or officer of a corporation has been successful on the merits
  or otherwise in defense of any action, suit or proceeding referred to in Section
  145(a) and (b), or in defense of any claim, issue or matter therein, such person
  shall be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by such person in connection therewith.
  
           Section 145(d) of the DGCL provides that any indemnification under
  Section 145(a) and (b) (unless ordered by a court) shall be made by the
  corporation only as authorized in the specific case upon a determination that
  indemnification of the present or former director, officer, employee or
  
                                      II-2
  
  <PAGE>   5
  agent is proper in the circumstances because he has met the applicable standard
  of conduct set forth in Section 145(a) and (b). Such determination shall be
  made, with respect to a person who is a director or officer at the time of such
  determination, (1) by a majority vote of the directors who were not parties to
  such action, suit or proceeding, even though less than a quorum, or (2) by a
  committee of such directors designated by majority vote of such directors, even
  though less than a quorum, or (3) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion, or (4)
  by the stockholders.
  
           Section 145(e) of the DGCL provides that expenses (including attorneys'
  fees) incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding may be paid by the
  corporation in advance of the final disposition of such action, suit or
  proceeding upon receipt of an undertaking by or on behalf of such director or
  officer to repay such amount if it shall ultimately be determined that such
  person is not entitled to be indemnified by the corporation as authorized in
  Section 145. Such expenses (including attorneys' fees) incurred by former
  directors and officers or other employees and agents may be so paid upon such
  terms and conditions, if any, as the board of directors deems appropriate.
  
           Section 145(f) of the DGCL provides that the indemnification and
  advancement of expenses provided by, or granted pursuant to, Section 145 shall
  not be deemed exclusive of any other rights to which those seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise, both as
  to action in such person's official capacity and as to action in another
  capacity while holding such office.
  
           Section 145(g) of the DGCL provides that a corporation shall have the
  power to purchase and maintain insurance on behalf of any person who is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against such person and incurred by such person
  in any such capacity, or arising out of such person's status as such, whether or
  not the corporation would have the power to indemnify such person against such
  liability under Section 145.
  
           Section 102(b)(7) of the DGCL provides that the liability of a director
  may not be limited or eliminated for the breach of such director's duty of
  loyalty to the corporation or its stockholders, for such director's intentional
  acts or omissions not in good faith, for such director's concurrence in or vote
  for an unlawful payment of a dividend or unlawful stock purchase or redemption
  or for any improper personal benefit derived by the director from any
  transaction.
  
  The Certificate
  
           Article Eighth of the Certificate provides that a director of the
  Company shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except to the extent such
  exemption from liability or limitation thereof is not permitted under the DGCL
  as the same exists or may hereafter be amended. Any repeal or modification of
  Article
  
                                        II-3
  <PAGE>   6
  Eighth shall not adversely affect any right or protection of a director of the
  Company existing thereunder with respect to any act or omission occurring prior
  to such repeal or modification.
  
  The Bylaws
  
           Article VI of the Bylaws provides that each person who at any time
  shall serve or shall have served as a director or officer of the Company, or any
  person who, while a director or officer of the Company, is or was serving at the
  request of the Company as a director or officer of another corporation,
  partnership, joint venture, trust or other enterprise, shall be entitled to (a)
  indemnification and (b) the advancement of expenses incurred by such person from
  the Company as, and to the fullest extent, permitted by Section 145 of the DGCL
  or any successor statutory provision, as from time to time amended. The Company
  may indemnify any other person, to the same extent and subject to the same
  limitations specified in the immediately preceding sentence, by reason of the
  fact that such other person is or was an employee or agent of the Company or
  another corporation, partnership, joint venture, trust or other enterprise.
  
           The indemnification and advancement of expenses provided by, or granted
  pursuant to, Article VI shall not be deemed exclusive of any other rights to
  which any person seeking indemnification or advancement of expenses may be
  entitled under any bylaw of the Company, agreement, vote of stockholders or
  disinterested directors or otherwise, both as to action in such person's
  official capacity and as to action in another capacity while holding such
  office. All rights to indemnification under Article VI shall be deemed to be
  provided by a contract between he Company and the director, officer, employee or
  agent who served in such capacity at any time while the bylaws of he Company and
  other relevant provisions of the DGCL and other applicable law, if any, are in
  effect. Any repeal or modification thereof shall not affect any rights or
  obligations then existing. Without limiting the provisions of Article VI, the
  Company is authorized from time to time, without further action by the
  stockholders of the Company, to enter into agreements with any director or
  officer of the Company providing such rights of indemnification as the Company
  may deem appropriate, up to the maximum extent permitted by law. Any agreement
  entered into by the Company with a director may be authorized by the other
  directors, and such authorization shall not be invalid on the basis that similar
  agreements may have been or may thereafter be entered into with other directors.
  
  Insurance
  
           The Company may purchase and maintain insurance on behalf of any person
  who is or was a director, officer, employee or agent of the Company, or is or
  was serving at the request of the Company as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against any liability asserted against such person and incurred by
  such person in any such capacity, or arising out of such person's status as
  such, whether or not the Company would have the power to indemnify such person
  against such liability under the applicable provisions of Article VI of the
  Bylaws or the DGCL.
  
                                      II-4
  
  <PAGE>   7
  Indemnification Agreements
  
           The Company has entered into indemnification agreements (the
  "Indemnification Agreements") with its directors and certain of its executive
  officers (collectively, the "Indemnitees"). Under the terms of the
  Indemnification Agreements, the Company has generally agreed to indemnify, and
  advance expenses to, each Indemnitee to the fullest extent permitted by
  applicable law on the date of the agreements and to such greater extent as
  applicable law may thereafter permit. In addition, the Indemnification
  Agreements contain specific provisions pursuant to which the Company has agreed
  to indemnify each Indemnitee (i) if such person is, by reason of his or her
  status as a director, nominee for director, officer, agent or fiduciary of the
  Company or of any other corporation, partnership, joint venture, trust, employee
  benefit plan or other enterprise with which such person was serving at the
  request of the Company (any such status being referred to as a "Corporate
  Status") made or threatened to be made a party to any threatened, pending or
  completed action, suit, arbitration, alternative dispute resolution mechanism,
  investigation or other proceeding (each, a "Proceeding"), other than a
  proceeding by or in the right of the Company; (ii) if such person is, by reason
  of his or her Corporate Status, made or threatened to be made a party to any
  Proceeding brought by or in the right of the Company to procure a judgment in
  its favor, except that no indemnification shall be made in respect of any claim,
  issue or matter in such Proceeding as to which such Indemnitee shall have been
  adjudged to be liable to the Company if applicable law prohibits such
  indemnification, unless and only to the extent that a court shall otherwise
  determine; (iii) against expenses actually and reasonably incurred by such
  person or on his or her behalf in connection with any Proceeding to which such
  Indemnitee was or is a party by reason of his or her Corporate Status and in
  which such Indemnitee is successful, on the merits or otherwise; (iv) against
  expenses actually and reasonably incurred by such person or on his or her behalf
  in connection with a Proceeding to the extent that such Indemnitee is, by reason
  of his or her Corporate Status, a witness or otherwise participates in any
  Proceeding at a time when such person is not a party in the Proceeding; and (v)
  against expenses actually and reasonably incurred by such person in any judicial
  adjudication of or any award in arbitration to enforce his or her rights under
  the Indemnification Agreements.
  
           In addition, under the terms of the Indemnification Agreements, the
  Company has agreed to pay all reasonable expenses incurred by or on behalf of an
  Indemnitee in connection with any Proceeding, whether brought by or in the right
  of the Company or otherwise, in advance of any determination with respect to
  entitlement to indemnification and within 15 days after the receipt by the
  Company of a written request from such Indemnitee for such payment. In the
  Indemnification Agreements, each Indemnitee has agreed that he or she will
  reimburse and repay the Company for any expenses so advanced to the extent that
  it shall ultimately be determined that he or she is not entitled to be
  indemnified by the Company against such expenses.
  
           The Indemnification Agreements also include provisions that specify the
  procedures and presumptions which are to be employed to determine whether an
  Indemnitee is entitled to indemnification thereunder. In some cases, the nature
  of the procedures specified in the Indemnification Agreements varies depending
  on whether there has occurred a "Change in Control" (as defined in the
  Indemnification Agreements) of the Company.
  
                                        II-5
  <PAGE>   8
  
  ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1      Restated Certificate of Incorporation of the Company,
                    as amended (filed as Exhibit 3.1 to the S-1 and incorporated
                    herein by reference)
  
           4.2      Amended and Restated Bylaws of the Company (filed as
                    Exhibit 3.2 to the S-1 and incorporated herein by reference)
  
           4.3      Specimen of certificate representing Common Stock, par
                    value $0.01 per share, of the Company (filed as Exhibit 4.1
                    to the S-1 and incorporated herein by reference)
  
           4.4      1998 Incentive Plan of Lennox International Inc. (filed
                    as Exhibit 10.8 to the S-1 and incorporated herein by
                    reference)
  
           5        Opinion of Baker & Botts, L.L.P.
  
           23.1     Consent of Arthur Andersen LLP.
  
           23.2     Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
           24       Power of Attorney (included on the execution page of this
                    Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i)      To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof), which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed that
                    which was registered) and
  
                                        II-6
  
  <PAGE>   9
  
                    any deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective Registration Statement;
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           (b) The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        II-7
  <PAGE>   10
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing this Registration Statement on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Richardson, State of
  Texas, on this 29th day of July, 1999.
  
                                    LENNOX INTERNATIONAL INC.
  
  
  
                                    By: /s/ John W. Norris, Jr.
                                        -------------------------------------
                                        John W. Norris, Jr.
                                        Chairman of the Board and Chief Executive
                                        Officer
  
  
                                  POWER OF ATTORNEY
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Lennox International Inc., a Delaware corporation, which is
  filing a Registration Statement on Form S-8 with the Securities and Exchange
  Commission under the provisions of the Securities Act of 1933, hereby
  constitutes and appoints John W. Norris, Jr., Carl E. Edwards, Jr. and Clyde W.
  Wyant, and each of them, his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, and in any and all capacities, to sign and file any and all
  amendments to this Registration Statement on Form S-8, with all exhibits
  thereto, and other documents in connection therewith, with the Securities and
  Exchange Commission, it being understood that said attorneys-in-fact and agents,
  and each of them, shall have full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, and that each of the undersigned hereby ratifies and confirms all that
  said attorneys-in-fact as agents or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities indicated on July 29, 1999.
  
                                      II-8
  <PAGE>   11
  <TABLE>
  <CAPTION>
  
  
  
  SIGNATURE                                                     TITLE
  
  <S>                                                  <C>
  
  /s/ John W. Norris, Jr.                              Chairman of the Board
  --------------------------------                     and Chief Executive
  John W. Norris, Jr.                                  Principal Executive Officer)
  
  
  /s/ Clyde W. Wyant                                   Executive Vice President,
  --------------------------------                     Chief Financial Officer and Treasurer
  Clyde W. Wyant                                       (Principal Financial Officer)
  
  
  /s/ John J. Hubbuch                                  Vice President, Controller
  --------------------------------                      and Chief Accounting Officer
  John J. Hubbuch                                      (Principal Accounting Officer)
  
  
  /s/ Linda G. Alvarado                                Director
  -------------------------------
  Linda G. Alvarado
  
  
  /s/ David H. Anderson                                Director
  --------------------------------
  David H. Anderson
  
  
  /s/ Richard W. Booth                                 Director
  -------------------------------
  Richard W. Booth
  
  
  /s/ Thomas W. Booth                                 Director
  -------------------------------
  Thomas W. Booth
  
  
  /s/ David V. Brown                                  Director
  -------------------------------
  David V. Brown
  
  
  /s/ James J. Byrne                                  Director
  -------------------------------
  James J. Byrne
  </TABLE>
  
                                        II-9
  
  <PAGE>   12
  /s/ Janet K. Cooper                                 Director
  -------------------------------
  Janet K. Cooper
  
  
  /s/ John E. Major                                   Director
  -------------------------------
  John E. Major
  
  
  /s/ Donald E. Miller                                Director
  -------------------------------
  Donald E. Miller
  
  
  /s/ Terry D. Stinson                                Director
  -------------------------------
  Terry D. Stinson
  
  
  /s/ Richard L. Thompson                             Director
  -------------------------------
  Richard L. Thompson
  
  
  
                                      II-10
  
  <PAGE>   13
  
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER            DESCRIPTION
  <S>               <C>
  4.1               Restated  Certificate of Incorporation of the Company,
                    as amended (filed as Exhibit 3.1 to the S-1 and
                    incorporated herein by reference)
  
  4.2               Amended and Restated Bylaws of the Company (filed as
                    Exhibit 3.2 to the S-1 and  Incorporated  herein by
                    reference)
  
  4.3               Specimen of certificate  representing  Common Stock,
                    par value $0.01 per share, of the Company (filed as
                    Exhibit 4.1 to the S-1 and incorporated herein by reference)
  
  4.4               1998  Incentive Plan of Lennox  International  Inc.  (filed
                    as Exhibit 10.8 to the S-1 and  incorporated herein by
                    reference)
  
  5                 Opinion of Baker & Botts, L.L.P.
  
  23.1              Consent of Arthur Andersen LLP.
  
  23.2              Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
  24                Power of Attorney (included on the execution page of this
                    Registration Statement)
  </TABLE>
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999.
                                                            REGISTRATION NO. 333-
  ================================================================================
  
           SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
  
                                     -----------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     -----------
                              LENNOX INTERNATIONAL INC.
               (Exact name of Registrant as specified in its charter)
  
                    DELAWARE                                    42-0991521
          (State or other jurisdiction                       (I.R.S. Employer
       of incorporation or organization)                  Identification Number)
  
                    2140 LAKE PARK BLVD., RICHARDSON, TEXAS 75080
            (Address of principal executive offices, including zip code)
                                     -----------
  
                  1998 INCENTIVE PLAN OF LENNOX INTERNATIONAL INC.
                              (Full Title of the Plan)
                                     -----------
  
                                   CARL E. EDWARDS
                              EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL AND SECRETARY
                              LENNOX INTERNATIONAL INC.
                                2140 LAKE PARK BLVD.
                               RICHARDSON, TEXAS 75080
                       (Name and address of agent for service)
  
                                   (972) 497-5000
            (Telephone number, including area code, of agent for service)
                                     -----------
                                      COPY TO:
                                   Andrew M. Baker
                                Baker & Botts, L.L.P.
                                  2001 Ross Avenue
                                 Dallas, Texas 75201
                                   (214) 953-6500
                                     -----------
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
  
                                                        Proposed maximum        Proposed maximum
     Title of securities          Amount to be         offering price per      aggregate offering    Amount of registration
       to be registered            registered              share (1)               price (1)                   fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value
   $0.01 per share              4,603,500 shares             $20.00               $92,070,000                $25,596
  =========================================================================================================================
  (1)      Calculated pursuant to Rule 457(h) based on the estimate of the maximum
           initial public offering price for the Common Stock as disclosed in the
           Registration Statement on Form S-1 (Registration No. 333-75725) of
           Lennox International Inc.
  2
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note: The document(s) containing the information concerning the 1998
  Incentive Plan of Lennox International Inc. (the "Plan") required by Item 1 of
  Form S-8 and the statement of availability of registrant information, Plan
  information and other information required by Item 2 of Form S-8 will be sent or
  given to employees as specified by Rule 428 under the Securities Act of 1933, as
  amended ("Securities Act"). In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  Lennox International Inc. (the "Company") shall maintain a file of such
  documents in accordance with the provisions of Rule 428. Upon request, the
  Company shall furnish to the Commission or its staff a copy or copies of any or
  all of the documents included in such file.
  
                                         I-1
  3
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
           (1) The Company's latest prospectus filed with the Commission on July
  29, 1999 pursuant to Rule 424(b) under the Securities Act.
  
           (2) The description of the capital stock of the Company contained in
  the Company's Registration Statement on Form S-1 (Registration No. 333-75725)
  (the "S-1").
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment to this
  Registration Statement that indicates that all securities offered hereby have
  been sold or that deregisters all securities then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an amendment
  hereto or in a document incorporated by reference herein shall be deemed
  modified or superseded for purposes of this Registration Statement to the extent
  that a statement contained herein, in any subsequently filed supplement to this
  Registration Statement or any document that is also incorporated by reference
  herein modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Set forth below is a description of certain provisions of the Restated
  Certificate of Incorporation of the Company (the "Certificate"), the Amended and
  Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements (the
  "Indemnification Agreements") the Company has entered into with its directors
  and certain of its officers (the "Indemnitees") and the Delaware General
  Corporation Law (the "DGCL"). This description is intended as a summary only
  
                                      II-1
  4
  and is qualified in its entirety by reference to the Certificate, the Bylaws and
  the Indemnification Agreements, copies of which have been filed as exhibits to
  the Company's S-1, and by reference to the DGCL.
  
  Delaware General Corporation Law
  
           Section 145(a) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding, whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of the corporation) by reason of the fact that the person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding if the person acted in good faith and in a
  manner the person reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that the
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise against expenses (including attorneys' fees) actually and
  reasonably incurred by the person in connection with the defense or settlement
  of such action or suit if the person acted in good faith and in a manner the
  person reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Delaware Court
  of Chancery or the court in which such action or suit was brought shall
  determine upon application that, despite the adjudication of liability but in
  view of all the circumstances of the case, such person is fairly and reasonably
  entitled to indemnity for such expenses which the Delaware Court of Chancery or
  such other court shall deem proper.
  
           Section 145(c) of the DGCL provides that to the extent that a present
  or former director or officer of a corporation has been successful on the merits
  or otherwise in defense of any action, suit or proceeding referred to in Section
  145(a) and (b), or in defense of any claim, issue or matter therein, such person
  shall be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by such person in connection therewith.
  
           Section 145(d) of the DGCL provides that any indemnification under
  Section 145(a) and (b) (unless ordered by a court) shall be made by the
  corporation only as authorized in the specific case upon a determination that
  indemnification of the present or former director, officer, employee or
  
                                      II-2
  5
  agent is proper in the circumstances because he has met the applicable standard
  of conduct set forth in Section 145(a) and (b). Such determination shall be
  made, with respect to a person who is a director or officer at the time of such
  determination, (1) by a majority vote of the directors who were not parties to
  such action, suit or proceeding, even though less than a quorum, or (2) by a
  committee of such directors designated by majority vote of such directors, even
  though less than a quorum, or (3) if there are no such directors, or if such
  directors so direct, by independent legal counsel in a written opinion, or (4)
  by the stockholders.
  
           Section 145(e) of the DGCL provides that expenses (including attorneys'
  fees) incurred by an officer or director in defending any civil, criminal,
  administrative or investigative action, suit or proceeding may be paid by the
  corporation in advance of the final disposition of such action, suit or
  proceeding upon receipt of an undertaking by or on behalf of such director or
  officer to repay such amount if it shall ultimately be determined that such
  person is not entitled to be indemnified by the corporation as authorized in
  Section 145. Such expenses (including attorneys' fees) incurred by former
  directors and officers or other employees and agents may be so paid upon such
  terms and conditions, if any, as the board of directors deems appropriate.
  
           Section 145(f) of the DGCL provides that the indemnification and
  advancement of expenses provided by, or granted pursuant to, Section 145 shall
  not be deemed exclusive of any other rights to which those seeking
  indemnification or advancement of expenses may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise, both as
  to action in such person's official capacity and as to action in another
  capacity while holding such office.
  
           Section 145(g) of the DGCL provides that a corporation shall have the
  power to purchase and maintain insurance on behalf of any person who is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against such person and incurred by such person
  in any such capacity, or arising out of such person's status as such, whether or
  not the corporation would have the power to indemnify such person against such
  liability under Section 145.
  
           Section 102(b)(7) of the DGCL provides that the liability of a director
  may not be limited or eliminated for the breach of such director's duty of
  loyalty to the corporation or its stockholders, for such director's intentional
  acts or omissions not in good faith, for such director's concurrence in or vote
  for an unlawful payment of a dividend or unlawful stock purchase or redemption
  or for any improper personal benefit derived by the director from any
  transaction.
  
  The Certificate
  
           Article Eighth of the Certificate provides that a director of the
  Company shall not be liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except to the extent such
  exemption from liability or limitation thereof is not permitted under the DGCL
  as the same exists or may hereafter be amended. Any repeal or modification of
  Article
  
                                        II-3
  6
  Eighth shall not adversely affect any right or protection of a director of the
  Company existing thereunder with respect to any act or omission occurring prior
  to such repeal or modification.
  
  The Bylaws
  
           Article VI of the Bylaws provides that each person who at any time
  shall serve or shall have served as a director or officer of the Company, or any
  person who, while a director or officer of the Company, is or was serving at the
  request of the Company as a director or officer of another corporation,
  partnership, joint venture, trust or other enterprise, shall be entitled to (a)
  indemnification and (b) the advancement of expenses incurred by such person from
  the Company as, and to the fullest extent, permitted by Section 145 of the DGCL
  or any successor statutory provision, as from time to time amended. The Company
  may indemnify any other person, to the same extent and subject to the same
  limitations specified in the immediately preceding sentence, by reason of the
  fact that such other person is or was an employee or agent of the Company or
  another corporation, partnership, joint venture, trust or other enterprise.
  
           The indemnification and advancement of expenses provided by, or granted
  pursuant to, Article VI shall not be deemed exclusive of any other rights to
  which any person seeking indemnification or advancement of expenses may be
  entitled under any bylaw of the Company, agreement, vote of stockholders or
  disinterested directors or otherwise, both as to action in such person's
  official capacity and as to action in another capacity while holding such
  office. All rights to indemnification under Article VI shall be deemed to be
  provided by a contract between he Company and the director, officer, employee or
  agent who served in such capacity at any time while the bylaws of he Company and
  other relevant provisions of the DGCL and other applicable law, if any, are in
  effect. Any repeal or modification thereof shall not affect any rights or
  obligations then existing. Without limiting the provisions of Article VI, the
  Company is authorized from time to time, without further action by the
  stockholders of the Company, to enter into agreements with any director or
  officer of the Company providing such rights of indemnification as the Company
  may deem appropriate, up to the maximum extent permitted by law. Any agreement
  entered into by the Company with a director may be authorized by the other
  directors, and such authorization shall not be invalid on the basis that similar
  agreements may have been or may thereafter be entered into with other directors.
  
  Insurance
  
           The Company may purchase and maintain insurance on behalf of any person
  who is or was a director, officer, employee or agent of the Company, or is or
  was serving at the request of the Company as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against any liability asserted against such person and incurred by
  such person in any such capacity, or arising out of such person's status as
  such, whether or not the Company would have the power to indemnify such person
  against such liability under the applicable provisions of Article VI of the
  Bylaws or the DGCL.
  
                                      II-4
  7
  Indemnification Agreements
  
           The Company has entered into indemnification agreements (the
  "Indemnification Agreements") with its directors and certain of its executive
  officers (collectively, the "Indemnitees"). Under the terms of the
  Indemnification Agreements, the Company has generally agreed to indemnify, and
  advance expenses to, each Indemnitee to the fullest extent permitted by
  applicable law on the date of the agreements and to such greater extent as
  applicable law may thereafter permit. In addition, the Indemnification
  Agreements contain specific provisions pursuant to which the Company has agreed
  to indemnify each Indemnitee (i) if such person is, by reason of his or her
  status as a director, nominee for director, officer, agent or fiduciary of the
  Company or of any other corporation, partnership, joint venture, trust, employee
  benefit plan or other enterprise with which such person was serving at the
  request of the Company (any such status being referred to as a "Corporate
  Status") made or threatened to be made a party to any threatened, pending or
  completed action, suit, arbitration, alternative dispute resolution mechanism,
  investigation or other proceeding (each, a "Proceeding"), other than a
  proceeding by or in the right of the Company; (ii) if such person is, by reason
  of his or her Corporate Status, made or threatened to be made a party to any
  Proceeding brought by or in the right of the Company to procure a judgment in
  its favor, except that no indemnification shall be made in respect of any claim,
  issue or matter in such Proceeding as to which such Indemnitee shall have been
  adjudged to be liable to the Company if applicable law prohibits such
  indemnification, unless and only to the extent that a court shall otherwise
  determine; (iii) against expenses actually and reasonably incurred by such
  person or on his or her behalf in connection with any Proceeding to which such
  Indemnitee was or is a party by reason of his or her Corporate Status and in
  which such Indemnitee is successful, on the merits or otherwise; (iv) against
  expenses actually and reasonably incurred by such person or on his or her behalf
  in connection with a Proceeding to the extent that such Indemnitee is, by reason
  of his or her Corporate Status, a witness or otherwise participates in any
  Proceeding at a time when such person is not a party in the Proceeding; and (v)
  against expenses actually and reasonably incurred by such person in any judicial
  adjudication of or any award in arbitration to enforce his or her rights under
  the Indemnification Agreements.
  
           In addition, under the terms of the Indemnification Agreements, the
  Company has agreed to pay all reasonable expenses incurred by or on behalf of an
  Indemnitee in connection with any Proceeding, whether brought by or in the right
  of the Company or otherwise, in advance of any determination with respect to
  entitlement to indemnification and within 15 days after the receipt by the
  Company of a written request from such Indemnitee for such payment. In the
  Indemnification Agreements, each Indemnitee has agreed that he or she will
  reimburse and repay the Company for any expenses so advanced to the extent that
  it shall ultimately be determined that he or she is not entitled to be
  indemnified by the Company against such expenses.
  
           The Indemnification Agreements also include provisions that specify the
  procedures and presumptions which are to be employed to determine whether an
  Indemnitee is entitled to indemnification thereunder. In some cases, the nature
  of the procedures specified in the Indemnification Agreements varies depending
  on whether there has occurred a "Change in Control" (as defined in the
  Indemnification Agreements) of the Company.
  
                                        II-5
  8
  
  ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           4.1      Restated Certificate of Incorporation of the Company,
                    as amended (filed as Exhibit 3.1 to the S-1 and incorporated
                    herein by reference)
  
           4.2      Amended and Restated Bylaws of the Company (filed as
                    Exhibit 3.2 to the S-1 and incorporated herein by reference)
  
           4.3      Specimen of certificate representing Common Stock, par
                    value $0.01 per share, of the Company (filed as Exhibit 4.1
                    to the S-1 and incorporated herein by reference)
  
           4.4      1998 Incentive Plan of Lennox International Inc. (filed
                    as Exhibit 10.8 to the S-1 and incorporated herein by
                    reference)
  
           5        Opinion of Baker & Botts, L.L.P.
  
           23.1     Consent of Arthur Andersen LLP.
  
           23.2     Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
           24       Power of Attorney (included on the execution page of this
                    Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i)      To include any prospectus required by
                    Section 10(a)(3) of the Securities Act;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof), which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed that
                    which was registered) and
  
                                        II-6
  9
  
                    any deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the maximum aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective Registration Statement;
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           (b) The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        II-7
  10
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing this Registration Statement on Form S-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Richardson, State of
  Texas, on this 29th day of July, 1999.
  
                                    LENNOX INTERNATIONAL INC.
  
                                    By: /s/ John W. Norris, Jr.
                                        -------------------------------------
                                        John W. Norris, Jr.
                                        Chairman of the Board and Chief Executive
                                        Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Lennox International Inc., a Delaware corporation, which is
  filing a Registration Statement on Form S-8 with the Securities and Exchange
  Commission under the provisions of the Securities Act of 1933, hereby
  constitutes and appoints John W. Norris, Jr., Carl E. Edwards, Jr. and Clyde W.
  Wyant, and each of them, his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, and in any and all capacities, to sign and file any and all
  amendments to this Registration Statement on Form S-8, with all exhibits
  thereto, and other documents in connection therewith, with the Securities and
  Exchange Commission, it being understood that said attorneys-in-fact and agents,
  and each of them, shall have full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, and that each of the undersigned hereby ratifies and confirms all that
  said attorneys-in-fact as agents or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities indicated on July 29, 1999.
  
                                      II-8
  11
  SIGNATURE                                                     TITLE
  /s/ John W. Norris, Jr.                              Chairman of the Board
  --------------------------------                     and Chief Executive
  John W. Norris, Jr.                                  Principal Executive Officer)
  
  /s/ Clyde W. Wyant                                   Executive Vice President,
  --------------------------------                     Chief Financial Officer and Treasurer
  Clyde W. Wyant                                       (Principal Financial Officer)
  
  /s/ John J. Hubbuch                                  Vice President, Controller
  --------------------------------                      and Chief Accounting Officer
  John J. Hubbuch                                      (Principal Accounting Officer)
  
  /s/ Linda G. Alvarado                                Director
  -------------------------------
  Linda G. Alvarado
  
  /s/ David H. Anderson                                Director
  --------------------------------
  David H. Anderson
  
  /s/ Richard W. Booth                                 Director
  -------------------------------
  Richard W. Booth
  
  /s/ Thomas W. Booth                                 Director
  -------------------------------
  Thomas W. Booth
  
  /s/ David V. Brown                                  Director
  -------------------------------
  David V. Brown
  
  /s/ James J. Byrne                                  Director
  -------------------------------
  James J. Byrne
  II-9
  12
  /s/ Janet K. Cooper                                 Director
  -------------------------------
  Janet K. Cooper
  
  /s/ John E. Major                                   Director
  -------------------------------
  John E. Major
  
  /s/ Donald E. Miller                                Director
  -------------------------------
  Donald E. Miller
  
  /s/ Terry D. Stinson                                Director
  -------------------------------
  Terry D. Stinson
  
  /s/ Richard L. Thompson                             Director
  -------------------------------
  Richard L. Thompson
  
                                      II-10
  13
  
                                    EXHIBIT INDEX
  EXHIBIT
  NUMBER            DESCRIPTION
  4.1               Restated  Certificate of Incorporation of the Company,
                    as amended (filed as Exhibit 3.1 to the S-1 and
                    incorporated herein by reference)
  
  4.2               Amended and Restated Bylaws of the Company (filed as
                    Exhibit 3.2 to the S-1 and  Incorporated  herein by
                    reference)
  
  4.3               Specimen of certificate  representing  Common Stock,
                    par value $0.01 per share, of the Company (filed as
                    Exhibit 4.1 to the S-1 and incorporated herein by reference)
  
  4.4               1998  Incentive Plan of Lennox  International  Inc.  (filed
                    as Exhibit 10.8 to the S-1 and  incorporated herein by
                    reference)
  
  5                 Opinion of Baker & Botts, L.L.P.
  
  23.1              Consent of Arthur Andersen LLP.
  
  23.2              Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
  
  24                Power of Attorney (included on the execution page of this
                    Registration Statement)