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LENNOX INTERNATIONAL INC.

2140 Lake Park Blvd.

Richardson, Texas 75080

March 6, 2006

Memorandum

      for

Securities and Exchange Commission

100 F Street, N.E.

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 February 24, 2006 (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.

    1.

    Please clarify for us whether the restatements disclosed in your Form 8-K filed on February
21, 2006, affected any period prior to the fiscal quarter ended March 31, 2005. If the
restatement did impact periods prior to the fiscal quarter ended March 31, 2005, please
confirm that you will restate these prior periods, in addition to restating each interim
period in 2005.

          Response:

          In connection with the completion of year-end procedures related to the accounting for
futures contracts for copper and aluminum, we determined these futures contracts did not
qualify for hedge accounting under Statement of Financial Accounting Standards No. 133
“Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) as our
documentation did not meet the criteria specified by SFAS 133 in order for the hedging
instruments to qualify for cash flow designation. Accordingly, we have restated our
statements of operations and consolidated balance sheets as of and for the three months
ended March 31, 2005, the three and six months ended June 30, 2005 and the three and nine
months ended September 30, 2005 and included such restated financial statements in our
Current Report on Form 8-K dated February 16, 2006. As set forth in such restated financial
statements, our net income increased by $6.1 million in the first quarter of 2005, decreased
by $3.5 million in the second quarter of 2005 and increased by $6.3 million in the third
quarter of 2005, an aggregate $8.9 million net income increase for
the nine months ended September 30, 2005. The following table details the impact on prior periods:

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    Amount

    (in millions)

    Cumulative impact on prior periods as of December 31, 2004

    $
    6.2

    Net income impact on our 2004 statement of operations (the “2004 Impact”)

    $
    5.1

    Net income impact on our 2003 statement of operations (the “2003 Impact”)

    $
    1.1

          We
concluded that the 2003 and 2004 net income and cumulative impacts are not material with
respect to our financial statements for the years ended December 31, 2003 and 2004,
respectively, and accordingly no restatement of such financial
statements is required. The cumulative impact as of December 31, 2004
has been included in our restated March 31, 2005 quarterly financial statements. In
making such determination, we considered both quantitative and qualitative factors pursuant
to the guidance of Staff Accounting Bulletin 99. We reported net income of $86.4 million in
2003, and the 2003 Impact is only 1.3% of such amount and would only increase our net income
from $86.4 million to $87.5 million. We reported a net loss of ($134.4) million in 2004,
and the 2004 Impact is only 3.8% of such net loss and would only change the net loss from
($134.4) million to ($129.3) million. In addition, we determined that:

    •

    the misstatement does not mask a change in earnings or other trends because (i)
we have significant net income in 2003 even if the 2003 Impact is included and (ii)
we have a significant net loss in 2004 even if the 2004 Impact is included;

    •

    the misstatement does not hide a failure to meet analysts’ consensus
expectations because inclusion of the 2003 Impact or the 2004 Impact would increase
our reported results of operations for the applicable periods;

    •

    the misstatement does not change a loss into income and, in fact, inclusion of
either the 2003 Impact or the 2004 Impact would increase our results of operations;

    •

    the misstatement does not significantly impact a segment or other portion of our business
that has been identified as playing a significant role in our operations;

    •

    the misstatement does not affect our compliance with loan covenants (and if the
2003 Impact or the 2004 Impact were included, our ratios relating to our loan
covenants would improve for each period);

    •

    the misstatement has no impact on management compensation; and

    •

    the misstatement does not involve the concealment of an unlawful transaction as
the error in accounting for futures contracts was the result of an unintentional
mistake and not the result of fraud or intentional misconduct.

          For the reasons discussed above, we have determined that (i) the 2003 Impact is not
material to our 2003 financial statements and (ii) the 2004 Impact is not material to

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           our 2004 financial statements. We reviewed these matters with the Audit Committee of our
Board of Directors and the Audit Committee agreed with our determination. In addition, we
have discussed these matters with KPMG LLP, our independent registered public accountants,
and they have concurred with our determination.

    2.

    You have disclosed that the financial statements included in your Forms 10-Q for the fiscal
quarters ended September 30, 2005, June 30, 2005, and March 31, 2005 should no longer be
relied upon. However, you have not indicated how and when you intend to reflect the restated
financial statements for these periods. Please tell whether you intend to file restated Forms
10-Q/A for each of the aforementioned periods or whether you intend to give effect to these
restatements in your Form 10-K for the fiscal year ended December 31, 2005. We may have
further comments after you file the restated financial statements.

We remind you that when you file your restated financial statements you should appropriately
address the following:

    •

    an explanatory paragraph in the reissued audit opinion, if applicable,

    •

    full compliance with SFAS 154, paragraphs 25 and 26,

    •

    fully update all affected portions of the document, including MD&A, selected
financial data, and quarterly financial data,

    •

    updated Item 9A. and Item 4 disclosures should include the following:

    •

    a discussion of the restatement and the facts and
circumstances surrounding it,

    •

    how the restatement impacted the CEO and CFO’s original
conclusions regarding the effectiveness of your disclosure controls and
procedures,

    •

    changes to internal controls over financial reporting,
and

    •

    anticipated changes to disclosure controls and
procedures and/or internal controls over financial reporting to prevent
future misstatements of a similar nature.

    Refer to Items 307 and 308(c) of Regulations S-K.

    •

    updated certifications.

Response:

          With respect to our restated statements of operations and restated consolidated balance
sheets as of and for the three months ended March 31, 2005, the three and six months ended
June 30, 2005 and the three and nine months ended September 30, 2005:

    •

    we filed such restated financial statements with our Current Report on Form 8-K
dated February 16, 2006;

    •

    we will include such restated financial statements in the footnotes to our
audited financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2005 (the “2005 10-K”) which we intend to file no later than March 16,
2006; and

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    •

    we will include these restated financial statements in our Quarterly Reports on
Form 10-Q for each of the first, second and third quarters of 2006 when they are
filed and our disclosures in such quarterly reports will comply with appropriate provisions of SFAS 154.

          No explanatory paragraph in a reissued audit opinion is necessary since we are not
restating any audited financial statements. We will fully update all affected portions of
our 10-K to reflect the restated quarterly financial statements.

          In connection with our Item 9A Controls and Procedures disclosure to be included in our
2005 10-K, our Chief Executive Officer and our Chief Financial Officer have determined that
our disclosure controls and procedures were effective as of December 31, 2005 in making
known to them material information required to be disclosed in our reports filed or
submitted by us under the Securities Exchange Act of 1934. We have also determined a
control weakness existed relating to the accounting for futures contracts for copper and
aluminum as of March 31, 2005, June 30, 2005 and September 30, 2005 and that such weakness
constituted a material weakness as defined in PCAOB Auditing Standard No. 2 for
these quarterly periods. Accordingly, Item 9A in our 2005 10-K will include a discussion of
the restatement and updated disclosure that, because of this control weakness, our Chief
Executive Officer and our Chief Financial Officer have determined that our disclosure
controls and procedures were not effective as of March 31, 2005, June 30, 2005 and September
30, 2005 in making known to them material information required to be disclosed in our
reports filed or submitted by us under the Securities Exchange Act of 1934. We engaged
PricewaterhouseCoopers LLP in the first quarter of 2006 to assist us in redesigning our
controls, policies and procedures with respect to our commodity hedging activities. We will
file certifications as exhibits to our 2005 10-K.

* * * *

We also acknowledge that:

    •

    we are responsible for the adequacy and accuracy of the disclosure in our
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    we may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

          If you have any questions or comments regarding this memorandum, please contact Susan K.
Carter, our Executive Vice President and Chief Financial Officer, at (972) 497-5130. We have also
set forth on Exhibit A to this memorandum updated contact information for certain of our executive
officers for the Staff’s future reference.

Lennox International Inc.

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    cc:

    John C. Martin

United States Securities and Exchange Commission

Douglass M. Rayburn

Baker Botts L.L.P.

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Exhibit A

Contact Information

    Robert E. Schjervan

    Phone: 972-497-6880

    Chief Executive Officer

    Fax: 972-497-5440

    Lennox International Inc.

    2140 Lake Park Blvd.

    bob.schjerven@lennoxintl.com

    Richardson, Texas 75080

    Susan K. Carter

    Phone: 972-497-5130

    Executive Vice President and Chief Financial Officer

    Fax: 972-497-6042

    Lennox International Inc.

    2140 Lake Park Blvd.

    sue.carter@lennoxintl.com

    Richardson, Texas 75080

    William F. Stoll, Jr.

    Phone: 972-497-7452

    Executive Vice President, Chief Legal Officer and Secretary

    Fax: 972-497-5062

    Lennox International Inc.

    2140 Lake Park Blvd.

    bill.stoll@lennoxintl.com

    Richardson, Texas 75080

    David L. Inman

    Phone: 972-497-6678

    Vice President, Controller and Chief Accounting Officer

    Fax: 972-497-5015

    Lennox International Inc.

    2140 Lake Park Blvd.

    david.inman@lennoxintl.com

    Richardson, Texas 75080

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