SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 3)

(RULE 13e-4)

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Terrence B. Larkin
Senior Vice President, General Counsel and Corporate Secretary
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
(248) 447-1500

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With a Copy to:
Bruce A. Toth
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601
(312) 558-5600

*		Calculated solely for purposes of determining the filing fee. This amount assumes that 231,492 restricted stock unit awards, which have an approximate aggregate value of $3,648,322, will be exchanged for stock appreciation rights and/or credits to notional cash accounts pursuant to the terms of this offer. The aggregate value of such restricted stock unit awards was calculated based on the average of the high and low market price of Lear Corporation’s common stock, par value $0.01 per share, as reported by the New York Stock Exchange on August 12, 2008. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $39.30 per million of the transaction valuation.

INTRODUCTORY STATEMENT

     This Amendment No. 3 to Schedule TO (this “Amendment”) amends and supplements the Rule 13e-4 Tender Offer Statement on Schedule TO originally filed on August 14, 2008, as amended on August 20, 2008 and August 27, 2008 (collectively as amended and supplemented, the “Statement”), with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Act”), in connection with the offer by Lear Corporation (“Lear”) to certain of its eligible employees to exchange, in 25% increments, up to 50% of outstanding restricted stock unit awards issued to such employees under the Lear Corporation Management Stock Purchase Plan (the “MSPP”) for (i) a cash-settled stock appreciation right, (ii) a credit to the employee’s notional dollar-denominated, interest-bearing deferred compensation account established under the MSPP or (iii) a combination thereof, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 14, 2008, filed as Exhibit (a)(1) to the Statement, as supplemented and amended by the Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 27, 2008 (as amended and supplemented, the “Offer to Exchange”), filed as Exhibit (a)(9) to the Statement, the Acceptance Letter, filed as Exhibit (a)(3) to the Statement (the “Acceptance Letter”), and the Withdrawal Letter, filed as Exhibit (a)(4) to the Statement (the “Withdrawal Letter”).

     Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Exchange.

ITEM 4. TERMS OF THE TRANSACTION.

Item 4 of the Statement is amended and supplemented to add the following:

The Offer to Eligible Employees to exchange Eligible RSUs for a SAR and/or Notional Cash Account Credit expired at 12:00 Midnight, Eastern Time, on September 11, 2008. Pursuant to the Offer to Exchange, Lear accepted for exchange 75,084.46 Eligible RSUs from 72 participating Eligible Employees, representing 32% of the Eligible RSUs subject to the Offer. In exchange for the Tendered RSUs, Lear issued 181,929.55 cash-settled SARs and $246,901.31 of Notional Cash Account Credits to participating Eligible Employees.

ITEM 12. EXHIBITS.

Item 12 of the Statement is amended and supplemented to add the following exhibits:

(a)(11)		Form of E-mail Notice to Participating Eligible Employees Regarding Expiration of the Offer
(a)(12)		Form of E-mail Notice to Non-Participating Eligible Employees Regarding Expiration of the Offer

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: September 12, 2008

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)*		Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 14, 2008
(a)(2)*		Letter to all Eligible Employees from Daniel A. Ninivaggi, dated August 14, 2008
(a)(3)*		Form of Acceptance Letter
(a)(4)*		Form of Withdrawal Letter
(a)(5)*		Forms of Confirmation Emails
(a)(6)*		Forms of Reminder Communications to Eligible Employees
(a)(7)*		Supplement to the 2006, 2007 and 2008 Management Stock Purchase Plan Terms and Conditions
(a)(8)*		Employee Presentation Materials
(a)(9)*		Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 27, 2008
(a)(10)*		Form of E-mail Regarding Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 27, 2008
(a)(11)**		Form of E-mail Notice to Participating Eligible Employees Regarding Expiration of the Offer
(a)(12)**		Form of E-mail Notice to Non-Participating Eligible Employees Regarding Expiration of the Offer
(d)(1)		Lear Corporation Long-Term Stock Incentive Plan, as amended and restated, Conformed Copy through Fourth Amendment (incorporated by reference to Exhibit 4.1 of Post-Effective Amendment No. 3 to Lear’s Registration Statement on Form S-8 filed on November 3, 2006)
(d)(2)		Fifth Amendment to Lear Corporation Long-Term Stock Incentive Plan, effective November 1, 2006 (incorporated by reference to Exhibit 10.12 to Lear’s Annual Report on Form 10-K for the year ended December 31, 2006)
(d)(3)		2006 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.41 to Lear’s Annual Report on Form 10-K for the year ended December 31, 2005)
(d)(4)		2007 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.33 to Lear’s Annual Report on Form 10-K for the year ended December 31, 2006)
(d)(5)		2008 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.37 to Lear’s Annual Report on Form 10-K/A for the year ended December 31, 2007)
(d)(6)		2006 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.42 to Lear’s Annual Report on Form 10-K for the year ended December 31, 2005)
(d)(7)		2007 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.34 to Lear’s Annual Report on Form 10-K for the year ended December 31, 2006)
(d)(8)		2008 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.38 to Lear’s Annual Report on Form 10-K/A for the year ended December 31, 2007)