FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Hogan Mark Roland   2. Issuer Name and Ticker or Trading Symbol LENNOX INTERNATIONAL INC [LII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Engineering (Last) (First) (Middle) 2140 LAKE PARK BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 07/25/2008 (Street) RICHARDSON, TX 75080 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 07/25/2008   M   3,634 D $ 29.355 42,853 (1) D   Common Stock, par value $0.01 per share 07/25/2008   M   1,679 D $ 30.845 44,532 D   Common Stock, par value $0.01 per share 07/25/2008   S   3,298 D $ 34.365 41,234 D   Common Stock, par value $0.01 per share 07/25/2008   S   1,537 D $ 35.61 39,697 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 29.355

07/25/2008

M

3,634

12/09/2006(2)

12/09/2012

Common Stock, par value $0.01 per share

3,634

$ 0

1,818

D

Stock Appreciation Rights

$ 30.845

07/25/2008

M

1,679

12/08/2007(2)

12/08/2013

Common Stock, par value $0.01 per share

1,679

$ 0

3,360

D

Reporting Owners

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

Signatures

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

Explanation of Responses:

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

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