Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ROSSITER ROBERT E
   2. Issuer Name and Ticker or Trading Symbol
LEAR CORP [LEA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO & President
(Last)
(First)
(Middle)
21557 TELEGRAPH ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/12/2008
(Street)

SOUTHFIELD, MI 48033		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
2007 MSPP Restricted Stock Units (1) 09/12/2008   D     2,733.74   (2)   (2) Common Stock 2,733.74 (3) 8,201.25 D  
2008 MSPP Restricted Stock Units (1) 09/12/2008   D     2,851.73   (4)   (4) Common Stock 2,851.73 (5) 8,555.21 D  
Cash-Settled Stock Appreciation Rights $ 14.55 09/12/2008   A(6)   8,201.22     (7)   (7) Common Stock 8,201.22 (6) 8,201.22 D  
Cash-Settled Stock Appreciation Rights $ 14.55 09/12/2008   A(8)   8,555.19     (9)   (9) Common Stock 8,555.19 (8) 8,555.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROSSITER ROBERT E
21557 TELEGRAPH ROAD
SOUTHFIELD, MI 48033		   X     Chairman, CEO & President  

Signatures

 /s/ Karen Rosbury, as attorney in fact   09/15/2008
**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) RSUs generally convert into common stock on a 1-for-1 basis, but pursuant to the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, up to 50% of the RSUs were eligible to be exchanged for cash-settled stock appreciation rights (SARs) and/or a credit to a notional, interest bearing cash account.
(2) The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Pursuant to the executive's participation in the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, which expired on September 11, 2008, these RSUs were exchanged for stock appreciation rights effective September 12, 2008. The remaining RSUs generally vest and settle on March 14, 2010.
(3) 1739.77 of the exchanged RSUs were credited at $23.71 per unit and 993.97 of the exchanged RSUs were credited at $20.75 per unit based on deferrals of salary and/or bonus earned by the executive.
(4) The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Pursuant to the executive's participation in the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, which expired on September 11, 2008, these RSUs were exchanged for stock appreciation rights effective September 12, 2008. The remaining RSUs generally vest and settle on March 14, 2011.
(5) 2064.97 of the exchanged RSUs were credited at $22.70 per unit and 786.76 of the exchanged RSUs were credited at $19.86 per unit based on deferrals of salary and/or bonus earned by the executive.
(6) For each of the 2733.74 RSUs that were exchanged, the executive received 3 cash-settled SARs.
(7) Generally becomes exercisable on March 14, 2010 and remains exercisable until March 14, 2012.
(8) For each of the 2851.73 RSUs that were exchanged, the executive received 3 cash-settled SARs.
(9) Generally becomes exercisable on March 14, 2011, and remains exercisable until March 14, 2013.

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