================================================================================
   As filed with the Securities and Exchange Commission on December 18, 2000.
                                                  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, Jr.
                            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)
                                   -----------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=============================================================================================================
<S>                      <C>                   <C>                    <C>                   <C>
                                                Proposed maximum       Proposed maximum
 Title of securities     Amount to be           offering price per     aggregate offering        Amount of
  to be registered       registered             share (2)              price (2)             registration fee


 Common Stock, par
 value $0.01per share    2,938,135 shares (1)   $7.88                  $23,152,504           $6113
 ============================================================================================================
</TABLE>
----------

[FN]
     (1) Each share of Common Stock issued by the  Registrant has one associated
non-detachable right to purchase one one-hundredth of a share of Series A Junior
Participating  Preferred Stock.

     (2) Calculated pursuant to Rule 457 (c) and (h) based on the average of the
high and low  prices  of the  Common  Stock as  reported  on the New York  Stock
Exchange on December 15, 2000.

</FN>

                                       1

<PAGE>

                                     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.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration  Statement is being filed solely to register the issuance
of up to 2,938,135  additional  shares of the Company's Common Stock pursuant to
the 1998 Incentive Plan of Lennox  International  Inc., as amended.  The Company
previously  filed a  Registration  Statement  on Form S-8 (File  No.  333-83961)
covering 4,603,500 shares of its Common Stock authorized for issuance under such
Plan. Except as supplemented by the information set forth below, the contents of
that earlier Registration Statement are incorporated herein by reference.

Item 5.   Interests of Named Experts and Counsel.

     Carl E. Edwards,  Jr., the Executive Vice  President,  General  Counsel and
Secretary  of the  Company, has passed on the  legality  of the shares of Common
Stock  offered  hereby for the  Company.  As of  December 1, 2000,  Mr.  Edwards
beneficially  owned 157,174  shares of Common Stock and held options to purchase
an additional  266,026 shares of Common Stock, of which options covering 101,216
shares were exercisable.

Item 8.        Exhibits.

4.1  - Restated  Certificate of Incorporation of the Company,  as amended (filed
       as Exhibit 3.1 to the Company's Registration  Statement on Form S-1 (File
       No. 333-75725) (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)

4.5  - Amendment to 1998 Incentive Plan dated December 15, 2000

5    - Opinion of Carl E. Edwards,  Jr., Esq, Executive Vice President,  General
       Counsel and Secretary of the Company

23.1 - Consent of Arthur Andersen LLP.

23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)

24   - Power of Attorney  (included on the execution  page of this  Registration
       Statement)


                                       2
<PAGE>



                                   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 15th day of December 2000.

                           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., Robert E. Schjerven and Carl E. Edwards,  Jr, 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 December 15, 2000.

                                       3

<PAGE>


Signature                                                 Title


    /s/ John W. Norris, Jr.                       Chairman of the Board
------------------------------                    and Chief Executive Officer
John W. Norris, Jr.                               (Principal Executive Officer)


    /s/ Clyde W. Wyant                            Executive Vice President
------------------------------                    and Chief Financial Officer
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


    /s/ Janet K. Cooper                           Director
------------------------------
Janet K. Cooper


                                       4
<PAGE>



    /s/ Charles L. Henry                          Director
------------------------------
Charles L. Henry


    /s/ John E. Major                             Director
------------------------------
John E. Major


    /s/ Donald E. Miller                          Director
------------------------------
Donald E. Miller


    /s/ William G. Roth                           Director
------------------------------
William G. Roth


    /s/ Terry D. Stinson                          Director
------------------------------
Terry D. Stinson


    /s/ Richard L. Thompson                       Director
------------------------------
Richard L. Thompson


                                       5


<PAGE>



                                  EXHIBIT INDEX
Exhibit
Number                          Description

4.1  - Restated  Certificate of Incorporation of the Company,  as amended (filed
       as Exhibit 3.1 to the Company's Registration  Statement on Form S-1 (File
       No. 333-75725) (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)

4.5  - Amendment to 1998 Incentive Plan dated December 15, 2000

5    - Opinion of Carl E. Edwards,  Jr., Esq, Executive Vice President,  General
       Counsel and Secretary of the Company

23.1 - Consent of Arthur Andersen LLP.

23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)

24   - Power of Attorney  (included on the execution  page of this  Registration
       Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 12560}]
{"company-data": {"conformed-name": "LENNOX INTERNATIONAL INC", "cik": "0001069202", "assigned-sic": "3585", "irs-number": "420991521"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52046", "film-number": "791072"}, "business-address": {"street1": "2140 LAKE PARK BLVD", "city": "RICHARDSON", "state": "TX", "zip": "78703", "phone": "9724975440"}, "mail-address": {"street1": "2140 LAKE PARK BLVD", "city": "RICHARDSON", "state": "TX", "zip": "78703"}}
================================================================================
   As filed with the Securities and Exchange Commission on December 18, 2000.
                                                  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, Jr.
                            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)
                                   -----------

CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed maximum       Proposed maximum
 Title of securities     Amount to be           offering price per     aggregate offering        Amount of
  to be registered       registered             share (2)              price (2)             registration fee

 Common Stock, par
 value $0.01per share    2,938,135 shares (1)   $7.88                  $23,152,504           $6113
 ============================================================================================================
----------

[FN]
     (1) Each share of Common Stock issued by the  Registrant has one associated
non-detachable right to purchase one one-hundredth of a share of Series A Junior
Participating  Preferred Stock.

     (2) Calculated pursuant to Rule 457 (c) and (h) based on the average of the
high and low  prices  of the  Common  Stock as  reported  on the New York  Stock
Exchange on December 15, 2000.

                                       1
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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration  Statement is being filed solely to register the issuance
of up to 2,938,135  additional  shares of the Company's Common Stock pursuant to
the 1998 Incentive Plan of Lennox  International  Inc., as amended.  The Company
previously  filed a  Registration  Statement  on Form S-8 (File  No.  333-83961)
covering 4,603,500 shares of its Common Stock authorized for issuance under such
Plan. Except as supplemented by the information set forth below, the contents of
that earlier Registration Statement are incorporated herein by reference.

Item 5.   Interests of Named Experts and Counsel.

     Carl E. Edwards,  Jr., the Executive Vice  President,  General  Counsel and
Secretary  of the  Company, has passed on the  legality  of the shares of Common
Stock  offered  hereby for the  Company.  As of  December 1, 2000,  Mr.  Edwards
beneficially  owned 157,174  shares of Common Stock and held options to purchase
an additional  266,026 shares of Common Stock, of which options covering 101,216
shares were exercisable.

Item 8.        Exhibits.

4.1  - Restated  Certificate of Incorporation of the Company,  as amended (filed
       as Exhibit 3.1 to the Company's Registration  Statement on Form S-1 (File
       No. 333-75725) (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)

4.5  - Amendment to 1998 Incentive Plan dated December 15, 2000

5    - Opinion of Carl E. Edwards,  Jr., Esq, Executive Vice President,  General
       Counsel and Secretary of the Company

23.1 - Consent of Arthur Andersen LLP.

23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)

24   - Power of Attorney  (included on the execution  page of this  Registration
       Statement)

                                       2
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 15th day of December 2000.

                           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., Robert E. Schjerven and Carl E. Edwards,  Jr, 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 December 15, 2000.

                                       3
Signature                                                 Title

    /s/ John W. Norris, Jr.                       Chairman of the Board
------------------------------                    and Chief Executive Officer
John W. Norris, Jr.                               (Principal Executive Officer)

    /s/ Clyde W. Wyant                            Executive Vice President
------------------------------                    and Chief Financial Officer
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

    /s/ Janet K. Cooper                           Director
------------------------------
Janet K. Cooper

                                       4
/s/ Charles L. Henry                          Director
------------------------------
Charles L. Henry

    /s/ John E. Major                             Director
------------------------------
John E. Major

    /s/ Donald E. Miller                          Director
------------------------------
Donald E. Miller

    /s/ William G. Roth                           Director
------------------------------
William G. Roth

    /s/ Terry D. Stinson                          Director
------------------------------
Terry D. Stinson

    /s/ Richard L. Thompson                       Director
------------------------------
Richard L. Thompson

                                       5
EXHIBIT INDEX
Exhibit
Number                          Description

4.1  - Restated  Certificate of Incorporation of the Company,  as amended (filed
       as Exhibit 3.1 to the Company's Registration  Statement on Form S-1 (File
       No. 333-75725) (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)

4.5  - Amendment to 1998 Incentive Plan dated December 15, 2000

5    - Opinion of Carl E. Edwards,  Jr., Esq, Executive Vice President,  General
       Counsel and Secretary of the Company

23.1 - Consent of Arthur Andersen LLP.

23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)

24   - Power of Attorney  (included on the execution  page of this  Registration
       Statement)