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LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

April 29, 2005

    Memorandum

    for

    Securities and Exchange Commission

    450 Fifth Street, N.W.

    Washington, D.C. 20549

    Re:

    Lennox International Inc.

      This memorandum sets forth the responses of Lennox International Inc. to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
comment letter dated April 4, 2005 (the “Comment Letter”). For your convenience, we have repeated
each comment of the Staff in bold type face exactly as given in the Comment Letter and set forth
below such comment is our response.

Comment applicable to your overall filing

    1.
    Where a comment below requests additional disclosures or other revisions to be made, please
provide to us your intended disclosure. These revisions should be included in your future
filings.

    Response:

    We have included in this memorandum our intended disclosure with respect to each of the
Staff’s comments where additional disclosure is requested. These additional disclosures
will be included in our future filings.

Selected Financial Data, page 14

    2.
    Explain any unusual or non-recurring items that materially affect the comparability of the
information reflected in selected financial data. In this regard, include explanations of the
significant goodwill impairment that occurred in 2004 and the accounting change that occurred
in 2002. See Regulation S-K, Item 301 Instruction 2 for guidance.

    Response:

    The unusual or non-recurring items can be explained by referring to Footnote 2, Summary of
Significant Accounting Policies (Goodwill and Other Intangible Assets), Footnote 6,

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    Divestitures and Acquisitions — Service Experts Discontinued Operations and Footnote 18,
Goodwill and Other Intangible Assets in our Annual Report for the year ended December 31,
2004.

    In future filings, we will refer the reader to the appropriate footnotes or we will add a
brief discussion if there are other factors that materially affect the comparability of the
data.

Management’s Discussion and Analysis, page 15

    3.
    It appears from Note 11 of your financial statements that the projected benefit obligation
for your pension plans is increasing and significantly exceeds the fair value of the plan
assets. In the event this condition is expected to lead to increases in your pension expense,
discuss this negative trend in management’s discussion and analysis in accordance with
Regulation S-K, Item 303(a)(3)(ii). See also Section II.H. of our March 4, 2005 Current
Accounting and Disclosure Issues in the Division of Corporation Finance, which is available on
our website, for other pension related disclosures that you should consider including in your
filing.

    Response:

    Management is aware that the financial statements include unfunded pension obligations.
These unfunded obligations have increased in recent years due to decreases in discount
rates, changes in assumptions and estimates and, in some cases, weak investment returns of
plan assets.

    Based on the above factors, LII pension expense has increased from $5.7 million in 2003 to
$10.0 million in 2004. We are projecting an additional $1-2 million expense in 2005 based
on the above factors, lower discount rate and return on assets assumptions of 5.75% and
8.25%, respectively. The annual pension expense is determined in accordance with the
actuarial and accounting requirements of SFAS No.87 and SFAS No.88 and cannot be finalized
until year-end. In future years beyond 2005, we expect pension expense to stabilize and then
decrease as contributions are made; assuming a constant 6% discount rate and an 8.25% return
on assets.

    LII expects to make both required and discretionary contributions to certain plans to
improve the funded status in future years. Due to the fluid nature of current pension
funding law, LII cannot currently determine the amount or timing of these contributions.
The cash flow required to fund the plans in accordance with minimum funding standards is not
expected to impact LII’s ability to operate.

    We will include additional disclosures in future filings, as applicable, and will refer to
the noted section of the SEC’s Current Accounting and Disclosure Issues for guidance.

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Liquidity, Capital Resources and Off-Balance Sheet Arrangements, page 25

    4.
    With regard to the significant unfunded portion of your postretirement benefit plan, please
discuss management’s expectations with respect to future funding of this plan in the liquidity
section of your MD&A.

    Response:

    As noted above, management is aware that the financial statements include unfunded
postretirement benefit obligations that relate to its medical and life insurance benefits to
eligible employees.

    LII does not intend to prefund these obligations at this time. Benefits provided under these
plans have been and will continue to be paid as they arise. Employer contributions were
$2.6 million in 2003 and $2.1 million in 2004. Based on current information, we do not
expect a significant change in 2005 and future years. The cash flow required to pay the
benefits provided by these plans will not impact LII’s ability to operate.

    We have also included proposed disclosure language in Answer 3 above related to the future
funding of the Company’s Pension Plans.

    We will include additional disclosures in future filings, as applicable.

    5.
    Please revise your table of contractual obligations to include estimated interest payments on
your debt. Because the table is aimed at increasing transparency of cash flow, we believe
these payments should be included in the table. Please also disclose any assumptions you made
to derive these amounts.

    Response:

    In future filings, we will revise the table of contractual obligations to include estimated
interest payments on our debt along with the assumptions used. A revised table as of
December 31, 2004 would look as follows:

    1 year

    2-3

    4-5

    After

    Total

    or less

    Years

    Years

    5 Years

    Long-term debt and capital leases

    $
    304.5

    $
    36.4

    $
    27.7

    $
    205.3

    $
    35.1

    Estimated interest payments

    95.5

    22.4

    39.7

    28.1

    5.3

    Operating leases

    165.0

    43.8

    48.2

    18.8

    54.2

    Purchase obligations

    63.9

    63.9

    —

    —

    —

    Total contractual obligations

    $
    628.9

    $
    166.5

    $
    115.6

    $
    252.2

    $
    94.6

The table above assumes no pre-payment of fixed debt and our convertible notes are not
converted and are repaid in 2009. Please see Footnote 8, Long-Term Debt and Lines of Credit
of the accompanying Consolidated Financial Statements for additional information regarding
our debt obligations.

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Financial Statements

Note 2 — Summary of Significant Accounting Policies, page 39

    6.
    Please disclose the types of expenses that you include in the cost of goods sold line item
and the types of expenses that you include in the selling, general and administrative expense
line item. In doing so, please disclose whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs,
and the other costs of your distribution network in the cost of goods sold line item. With
the exception of warehousing costs, if you currently exclude a portion of these costs from
cost of goods sold, please disclose:

    •
    in a footnote the line items that these excluded costs are included in and the
amounts included in each line item for each period presented, and

    •
    in MD&A that your gross margins may not be comparable to those of other entities,
since some entities include all of the costs related to their distribution network in
cost of sales and others like you exclude a portion of them from gross margin,
including them instead in a line item, such as selling, general and administrative
expense.

Response:

The principal components of cost of goods sold in our manufacturing operations are component
costs, raw materials, factory overhead, labor and estimated costs of warranty expense. In
our Service Experts segment, the principal components of cost of goods sold are equipment,
parts and supplies and labor. These principal components of costs include inbound freight
charges, purchasing, receiving and inspection costs, internal transfer costs and warehousing
costs through the manufacturing process.

Selling, general and administrative expenses include (a) all other payroll and benefit
costs; (b) outbound freight, post-production warehousing and distribution costs; (c)
advertising; (d) general selling and administrative costs which include research and
development and information technology costs; and (e) other SG&A related costs such as
insurance, travel, non-production depreciation, rent, etc.

    •
    As disclosed in the “Shipping and Handling” section of Footnote 2 of the 10-K, page
42, our shipping and handling costs are
included as part of Selling, General and Administrative Expense in the accompanying
Consolidated Statements of Operations in the following amounts
(in millions) (we will clarify that shipping and handling costs relate to post-production activities):

    For the Years Ended December 31,

    2004

    2003

    2002

    $
    139.4

    $
    127.3

    $
    122.0

    •
    We will also include language in our MD&A that our gross margins may not be
comparable to those of other entities, since some entities include all of the costs
related to their distribution network in cost of sales, whereas we exclude a portion of
them from gross margin, including them instead in the selling, general and
administrative expense line item.

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In future filings, we will include the proposed additional disclosure included in the first
two paragraphs above in our Footnote 2, Summary of Significant Accounting Policies, and will
clarify the existing “Shipping and Handling” note related to this topic.

    7.
    If you pay slotting fees, engage in cooperative advertising programs, have buydown programs,
or make other payments to resellers, please disclose your accounting policy for each of these
types of arrangements, including the statement of operations line item that each type of
arrangement is included in. For each expense line item that includes these types of
arrangements, please disclose the related amounts included in that line item. For each type
of arrangement treated as an expense rather than as a reduction of revenues, please tell us
how this type of arrangement meets the requirements in EITF 01-9. Please also discuss in MD&A
any significant estimates resulting from these arrangements.

    Response:

    We do engage in cooperative advertising, customer rebate, cash discount and other
miscellaneous programs that result in payments or credits being issued to its customers and
in future filings, we will disclose our accounting policy for these types of arrangements in
the revenue recognition policy note.

    Our accounting policy is to record the discounts and incentives as a reduction of sales,
with the exception of certain cooperative advertising expenditures that are charged to SG&A.
The amounts charged to SG&A were approximately $6 million, $6 million and $9 million in
2004, 2003 and 2002 respectively and are allowable under EITF 01-9 as they satisfy the
following two conditions:

    a.
    We receive, or will receive, an identifiable benefit (goods or
services) in exchange for the consideration. The identified benefit is
sufficiently separable from the customer’s purchase of our products such that we
could have entered into an exchange transaction with a party other than the
customer in order to receive the benefit; and

    b.
    We can reasonably estimate the fair value of the benefit identified
under condition (a) and the amount of consideration paid by us does not exceed the
estimated fair value of the benefit received.

We do not feel these arrangements result in any significant estimates for discussion in
MD&A. If, in the future, significant estimates result from these arrangements, we will
include in MD&A a discussion of such estimates.

Cash and Cash Equivalents, page 39

    8.
    You had restricted cash of $19.8 million as of December 31, 2004 and $28.6 million as of
December 31, 2003 due to outstanding letters of credit related to your captive

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    insurance plan. Please disclose where these amounts are reflected on your balance sheet and
the specific nature and duration of the restrictions. If you are including your restricted
cash in your cash and cash equivalents, please also tell us how you reached the conclusion
that they qualified for this treatment. Refer to paragraphs 7 to 9 of SFAS 95, including
footnote 1.

    Response:

    The restricted cash is included in our cash and cash equivalents and the majority of the
restrictions relate to the letters of credit secured by cash in our captive insurance plan.
The restrictions last until December 30, 2005. We believe including our restricted cash in
cash and cash equivalents is appropriate because:

    a.
    The cash is readily convertible to known amounts of cash — the letter
of credit restrictions can be transferred to our revolving lines of credit as
needed.

    b.
    The underlying cash balances are invested in short-term liquid
investments with maturities of 3 months or less.

Inventories, page 40

    9.
    Please disclose the types of inventory that you use each inventory method for. Please
disclose whether you use both methods for any similar types of inventory. If so, please
disclose your basis for doing this as well. In a portion of these instances, this may be due
to the LIFO method being used for similar types of inventory in countries that permit the LIFO
method and the FIFO method may be used in countries that do not permit the use of the LIFO
method. If this is the case for some of your inventory, please also disclose the foreign
countries with similar inventory categories that you use the FIFO method in.

    Response:

    We elected to use the LIFO inventory valuation method for our domestic manufacturing
companies in 1974 during the era of high U.S. inflation and continued to elect the LIFO
method for new operations through the late 1980’s. This allowed for better matching of
current costs with current revenues and provided an improved measure of gross profit. The
types of inventory include raw materials, purchased components, work-in-process, repair
parts and finished goods.

    Starting in the late 1990’s, we began adopting the FIFO inventory valuation method for all
new domestic manufacturing operations (primarily acquisitions) as the high inflation rate
dissipated. Companies with a previous LIFO election continue to use LIFO accounting due to
the significant tax implications associated with changing accounting methods.

    We also use the FIFO inventory method for all our foreign-based manufacturing facilities, as
well as our retail Service Experts business. Service Experts inventory is limited to
service parts and finished goods.

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    We will include additional disclosures in future filings, as applicable.

Note 6 — Divestitures and Acquisitions

Service Experts Discontinued Operations, page 48

    10.
    We note the disclosure on page 49 that cash proceeds from the sale of these centers and
related tax effects are expected to more than offset the cash expenses of divestiture.
Disclose how many of the 48 service centers have been sold and the amount of the related
proceeds. Also, disclose the expected proceeds from the remaining service centers.

    Response:

    We will revise the disclosure to clarify that all 48 service centers were divested as of t