UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No.__)*

                                Lear Corporation
                                (Name of Issuer)

                          Common Stock, Par Value $.01
                         (Title of Class of Securities)

                                    521865105
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                 General Counsel
                  Icahn Associates Corp. & affiliated companies
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                October 17, 2006
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Section  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box / /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      High River Limited Partnership

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
      WC

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      659,860

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      659,860

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      659,860

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      0.87%

14 TYPE OF REPORTING PERSON*
      PN



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Hopper Investments LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      659,860

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      659,860

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      659,860

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      0.87%

14 TYPE OF REPORTING PERSON*
      OO



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Koala Holding LLC

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      1,739,130

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,739,130

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,739,130

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      2.29%

14 TYPE OF REPORTING PERSON*
      OO



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Barberry Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      2,398,990

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      2,398,990

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      2,398,990

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      3.15%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Icahn Partners Master Fund LP

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
      WC

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      5,526,235

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      5,526,235

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      5,526,235

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      7.27%

14 TYPE OF REPORTING PERSON*
      PN


                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Icahn Offshore LP

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      5,526,235

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      5,526,235

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      5,526,235

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      7.27%

14 TYPE OF REPORTING PERSON*
      PN



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      CCI Offshore Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      5,526,235

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      5,526,235

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      5,526,235

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      7.27%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Icahn Partners LP

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*
      WC

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      4,069,718

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      4,069,718

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,069,718

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      5.35%

14 TYPE OF REPORTING PERSON*
      PN



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Icahn Onshore LP

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      4,069,718

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      4,069,718

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,069,718

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      5.35%

14 TYPE OF REPORTING PERSON*
      PN



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      CCI Onshore Corp.

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      4,069,718

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      4,069,718

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,069,718

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      5.35%

14 TYPE OF REPORTING PERSON*
      CO



                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
      Carl C. Icahn

   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
      (a) / /
      (b) / /

3  SEC USE ONLY

4  SOURCE OF FUNDS*

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                                                              / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION
      United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
      0

8  SHARED VOTING POWER
      11,994,943

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      11,994,943

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      11,994,943

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      15.77%

14 TYPE OF REPORTING PERSON*
      IN




                                  SCHEDULE 13D

Item 1. Security and Issuer

     This statement  relates to the Common Stock, par value $.01 (the "Shares"),
issued  by  Lear  Corporation  (the  "Issuer").  The  address  of the  principal
executive offices of the Issuer is 21557 Telegraph Road, Southfield, MI 48034.

Item 2. Identity and Background

     The  Reporting  Persons  (as  hereafter  defined)  are High  River  Limited
Partnership,  a Delaware limited partnership ("High River"),  Hopper Investments
LLC, a Delaware  limited  liability  company  ("Hopper"),  Koala  Holding LLC, a
Delaware  limited  liability  company  ("Koala"),  Barberry  Corp.,  a  Delaware
corporation  ("Barberry"),  Icahn  Partners  Master  Fund LP,  a Cayman  Islands
exempted limited  partnership  ("Icahn  Master"),  Icahn Offshore LP, a Delaware
limited  partnership   ("Icahn  Offshore"),   CCI  Offshore  Corp.,  a  Delaware
corporation ("CCI Offshore"),  Icahn Partners LP, a Delaware limited partnership
("Icahn  Partners"),  Icahn Onshore LP, a Delaware limited  partnership  ("Icahn
Onshore"),  CCI Onshore Corp., a Delaware corporation (" CCI Onshore"), and Carl
C.  Icahn,  a  citizen  of the  United  States  of  America  (collectively,  the
"Reporting Persons").

     The  principal  business  address  of each of High  River,  Hopper,  Koala,
Barberry,  Icahn Offshore, CCI Offshore,  Icahn Partners, Icahn Onshore, and CCI
Onshore is White Plains Plaza,  445 Hamilton Avenue - Suite 1210,  White Plains,
NY 10601.  The  principal  business  address of Icahn  Master is c/o Walkers SPV
Limited,  P.O. Box 908GT,  87 Mary Street,  George Town,  Grand  Cayman,  Cayman
Islands. The principal business address of Carl C. Icahn is c/o Icahn Associates
Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.

     Barberry  is the sole  member of (i) Koala  and (ii)  Hopper,  which is the
general  partner of High River.  CCI  Offshore  is the general  partner of Icahn
Offshore,  which is the  general  partner of Icahn  Master.  CCI  Onshore is the
general  partner  of  Icahn  Onshore,  which  is the  general  partner  of Icahn
Partners. Each of Barberry, CCI Offshore and CCI Onshore is 100 percent owned by
Carl C. Icahn.  As such, Mr. Icahn is in a position  indirectly to determine the
investment and voting decisions made by each of the Reporting Persons.

     Each of High River, Koala and Barberry is primarily engaged in the business
of  investing  in  securities.  Hopper is  primarily  engaged in the business of
acting as the  general  partner of High  River.  Each of Icahn  Master and Icahn
Partners is primarily engaged in the business of investing in securities.  Icahn
Offshore and Icahn Onshore are  primarily  engaged in the business of serving as
the  general  partner of Icahn  Master  and Icahn  Partners,  respectively.  CCI
Offshore and CCI Onshore are primarily engaged in the business of serving as the
general  partner of Icahn  Offshore  and Icahn  Onshore,  respectively.  Carl C.
Icahn's  present  principal  occupation  or  employment is (i) owning all of the
interest in CCI Onshore and CCI  Offshore,  through  which Mr. Icahn  indirectly
directs and manages the  investments of Icahn Master and Icahn Partners and (ii)
acting as President and a director of Starfire Holding Corporation ("Starfire"),
and as the  Chairman  of the Board  and a  director  of  various  of  Starfire's
subsidiaries.  Starfire is primarily engaged in the business of investing in and
holding securities of various entities.

     The name,  citizenship,  present  principal  occupation or  employment  and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.

     None of the Reporting  Persons nor any manager or executive  officer of the
Reporting  Persons,  has,  during the past five years,  (a) been  convicted in a
criminal proceeding (excluding traffic violations or similar  misdemeanors),  or
(b) been a party to a civil proceeding of a judicial or  administrative  body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment,  decree or final order enjoining future violations of, or prohibiting,
or  mandating  activities  subject  to,  Federal or State  securities  laws or a
finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     The aggregate  purchase  price of the 11,994,943  Shares  purchased by High
River,  Koala, Icahn Master and Icahn Partners,  collectively,  was $257,717,721
(including commissions).  The source of funding for the purchase of these Shares
was the general  working  capital of the respective  purchasers.  The Shares are
held by the Reporting Persons in margin accounts.  Such margin accounts may from
time to time have debit balances. Since other securities are held in such margin
accounts,  it is not possible to determine  the amounts,  if any, of margin used
with respect to the purchase of the Shares.

Item 4.  Purpose of Transaction

     The Reporting  Persons acquired their positions in the Shares in the belief
that they were undervalued.

     On October 17, 2006, Koala,  Icahn Partners and Icahn Master entered into a
stock  purchase  agreement  (the "Stock  Purchase  Agreement")  with the Issuer,
pursuant to which they will acquire  approximately  $200 million of common stock
of the Issuer in a private placement, at a price of $23.00 per share, subject to
the terms and conditions of the Stock Purchase Agreement  (including the receipt
of applicable  antitrust  clearance)  (the  "Transaction").  The Stock  Purchase
Agreement  provides the Reporting  Persons with the right to a representative on
Lear's board of directors and contains certain other corporate  governance terms
and conditions with respect to the Reporting  Persons' ownership position in the
Issuer.  A copy of the Stock Purchase  Agreement is filed herewith as an exhibit
and incorporated  herein by reference,  and any descriptions herein of the Stock
Purchase  Agreement  are  qualified in their  entirety by reference to the Stock
Purchase  Agreement.

     The  Reporting  Persons  are  pleased  that they have  been  invited  in by
management  of the Issuer and that the Issuer feels that the  Reporting  Persons
can be of added value. The Reporting Persons expect to have ongoing  discussions
with management of the Issuer,  including Robert Rossiter, the Issuer's Chairman
and Chief  Executive  Officer,  and to work  together with the Issuer to enhance
shareholder value.  Representatives of the Reporting Persons have discussed with
Mr. Rossiter the  desirability  to the Issuer of selling its domestic  interiors
business.

     The  Reporting  Persons  may,  from time to time and at any  time,  acquire
additional  Shares in the open  market or  otherwise  and  reserve  the right to
dispose of any or all of their  Shares in the open market or  otherwise,  at any
time and from time to time, and to engage in any hedging or similar transactions
with respect to the Shares.

Item 5.  Interest in Securities of the Issuer

     (a) The  Reporting  Persons  may be  deemed  to  beneficially  own,  in the
aggregate,  11,994,943 Shares, representing approximately 15.77% of the Issuer's
outstanding Shares (based upon the sum of (i) the 67,348,122 Shares stated to be
outstanding as of August 4, 2006 by the Issuer in the Issuer's  Annual Report on
Form 10-Q for the  quarter  ended July 1, 2006,  filed with the  Securities  and
Exchange  Commission  on August 8,  2006,  and (ii) the  8,695,652  Shares to be
issued in connection with the Transaction).

     (b) High River has sole voting power and sole dispositive power with regard
to 659,860 Shares. Each of Hopper,  Barberry and Carl C. Icahn has shared voting
power and shared  dispositive  power with regard to such Shares.  Koala has sole
voting power and sole dispositive power with regard to 1,739,130 Shares. Each of
Barberry and Carl C. Icahn has shared voting power and shared  dispositive power
with  regard  to such  Shares.  Icahn  Master  has sole  voting  power  and sole
dispositive power with regard to 5,526,235 Shares.  Each of Icahn Offshore,  CCI
Offshore and Carl C. Icahn has shared voting power and shared  dispositive power
with  regard to such  Shares.  Icahn  Partners  has sole  voting  power and sole
dispositive  power with regard to 4,069,718 Shares.  Each of Icahn Onshore,  CCI
Onshore and Carl C. Icahn has shared voting power and shared  dispositive  power
with regard to such Shares.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as  disclosed in Item 2), may be deemed to  indirectly  beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares  which High
River  directly  beneficially  owns.  Each of  Hopper,  Barberry  and Mr.  Icahn
disclaims  beneficial  ownership of such Shares for all other purposes.  Each of
Barberry and Mr. Icahn, by virtue of their  relationships to Koala (as disclosed
in Item 2),  may be  deemed  to  indirectly  beneficially  own (as that  term is
defined  in  Rule  13d-3  under  the  Act)  the  Shares  which  Koala   directly
beneficially owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership
of such Shares for all other purposes.  Each of Icahn Offshore, CCI Offshore and
Mr.  Icahn,  by virtue of their  relationships  to Icahn Master (as disclosed in
Item 2), may be deemed to indirectly  beneficially  own (as that term is defined
in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially
owns.  Each of Icahn Offshore,  CCI Offshore and Mr. Icahn disclaims  beneficial
ownership  of such Shares for all other  purposes.  Each of Icahn  Onshore,  CCI
Onshore and Mr. Icahn,  by virtue of their  relationships  to Icahn Partners (as
disclosed in Item 2), may be deemed to indirectly beneficially own (as that term
is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly
beneficially  owns.  Each of Icahn Onshore,  CCI Onshore and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes.

     (c) The following table sets forth all transactions  with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons. Except
as otherwise  indicated,  all transactions were effected in the open market, and
the table includes commissions paid in per share prices.


                                       Shares Purchased      Price Per Share/
Name                      Date              (Sold)             Exercise Price
------------------  ----------------    ---------------          ----------
High River           30-August-2006             46,600              19.92
------------------  ----------------    ---------------          ----------
Koala               17-October-2006      (1) 1,739,130              23.00
------------------  ----------------    ---------------          ----------
Icahn Master         30-August-2006            104,683              19.92
------------------  ----------------    ---------------          ----------
Icahn Master        17-October-2006      (1) 4,023,324              23.00
------------------  ----------------    ---------------          ----------
Icahn Partners       30-August-2006             81,717              19.92
------------------  ----------------    ---------------          ----------
Icahn Partners      17-October-2006      (1) 2,933,198              23.00
------------------  ----------------    ---------------          ----------

(1)  Shares to be acquired in connection  with the  Transaction  (see Item 4 for
     details).

Item 6. Contracts, Arrangements,  Understandings or Relationship with Respect to
        Securities of the Issuer

     The   description  of  the  Transaction  set  forth  above  in  Item  4  is
incorporated herein by reference.

     The  Reporting  Persons may,  from time to time,  enter into and dispose of
cash-settled  equity swap or other similar  derivative  transactions with one or
more  counterparties  that  are  based  upon the  Shares  of the  Issuer,  which
transactions  may be  significant in amount.  The profit,  loss and/or return on
such  contracts may be wholly or partially  dependent on the market value of the
Shares,  the  relative  value  of  Shares  in  comparison  to one or more  other
financial instruments, indexes or securities, a basket or group of securities in
which Shares may be  included,  or a  combination  of any of the  foregoing.  In
addition to the Shares which they  beneficially  own without  reference to these
contracts,  the  Reporting  Persons  currently  have long  economic  exposure to
5,836,400  Shares  through  such  contracts.  These  contracts  do not  give the
Reporting Persons direct or indirect voting,  investment or dispositive  control
over the  securities  of the  Issuer to which  these  transactions  relate  and,
accordingly,  the Reporting  Persons  disclaim any  beneficial  ownership in any
securities  held  or  which  may be  acquired  by  the  counterparties  to  such
arrangements.

     Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships  (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the  Issuer,  including  but not  limited  to  transfer  or voting of any of the
securities,  finder's fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  of profits,  division  of profits or loss,  or the giving or
withholding of proxies.

Item 7. Material to be Filed as Exhibits

1    Joint Filing Agreement of the Reporting Persons

2    Stock Purchase  Agreement dated October 17, 2006, among the Issuer,  Koala,
     Icahn  Partners  and Icahn  Master  (incorporated  herein by  reference  to
     Exhibit 10.1 to the Form 8-K filed by the Issuer on October 17, 2006)




                                   SIGNATURE

     After  reasonable  inquiry  and to the  best  of  each  of the  undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.

Dated: October 17, 2006

HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
  By: Barberry Corp., sole member

    By:  /s/ Edward E. Mattner
         ---------------------
         Name:  Edward E. Mattner
         Title: Authorized Signatory


HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member

  By:  /s/ Edward E. Mattner
       ---------------------
       Name:  Edward E. Mattner
       Title: Authorized Signatory


KOALA HOLDING LLC

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN PARTNERS MASTER FUND LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN OFFSHORE LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory

CCI OFFSHORE CORP.

By:  /s/ Keith Meister
     -----------------
     Name:  Keith Meister
     Title: Vice President



ICAHN PARTNERS LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN ONSHORE LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


CCI ONSHORE CORP.

By:  /s/ Keith Meister
     ----------------------
     Name:  Keith Meister
     Title: Vice President


/s/ Carl C. Icahn
-----------------
CARL C. ICAHN



                  [Signature Page of Schedule 13D - Lear Corp.]






                                                                       EXHIBIT 1

                             JOINT FILING AGREEMENT

     In accordance with Rule  13d-1(k)(1)  under the Securities  Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including  amendments thereto) with
respect to the Common  Stock of Lear  Corporation  and  further  agree that this
Joint  Filing  Agreement  be  included as an Exhibit to such joint  filings.  In
evidence  thereof,  the undersigned,  being duly authorized,  have executed this
Joint Filing Agreement this 17th day of October, 2006.


HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
  By: Barberry Corp., sole member

    By:  /s/ Edward Mattner
         ------------------
         Name:  Edward Mattner
         Title: Authorized Signatory


HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member

  By:  /s/ Edward E. Mattner
       ---------------------
       Name:  Edward E. Mattner
       Title: Authorized Signatory


KOALA HOLDING LLC

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


BARBERRY CORP.

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN PARTNERS MASTER FUND LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN OFFSHORE LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory

CCI OFFSHORE CORP.

By:  /s/ Keith Meister
     -----------------
     Name:  Keith Meister
     Title: Vice President


ICAHN PARTNERS LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


ICAHN ONSHORE LP

By:  /s/ Edward E. Mattner
     ---------------------
     Name:  Edward E. Mattner
     Title: Authorized Signatory


CCI ONSHORE CORP.

By:  /s/ Keith Meister
     ----------------------
     Name:  Keith Meister
     Title: Vice President


/s/ Carl C. Icahn
-----------------
CARL C. ICAHN

     [Signature Page of Joint Filing Agreement to Schedule 13D - Lear Corp.]



                                   SCHEDULE A

            DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

     The following sets forth the name,  position,  and principal  occupation of
each director and executive officer of each of the Reporting Persons.  Each such
person  is a  citizen  of the  United  States of  America.  Except as  otherwise
indicated,  the  business  address  of each  director  and  officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge,  except as set forth in this statement
on Schedule 13D,  none of the  directors or executive  officers of the Reporting
Persons own any Shares.


HIGH RIVER LIMITED PARTNERSHIP

Name                                Position
----                                --------
Hopper Investments LLC,             General Partner


HOPPER INVESTMENTS LLC

Name                                Position
----                                --------
Barberry Corp.,                     Sole Member


KOALA HOLDING LLC

Name                                Position
----                                --------
Barberry Corp.,                     Sole Member


BARBERRY CORP.

Name                                Position
----                                --------
Carl C. Icahn                       Chairman of the Board; President
Jordan Bleznick                     Vice President/Taxes
Edward E. Mattner                   Vice President; Authorized Signatory
Gail Golden                         Vice President; Authorized Signatory
Vincent J. Intrieri                 Vice President; Authorized Signatory
Keith Cozza                         Secretary; Treasurer
Tina March                          Authorized Signatory


ICAHN PARTNERS MASTER FUND LP

Name                                Position
----                                --------
Icahn Offshore LP                   General Partner





ICAHN OFFSHORE LP

Name                                Position
----                                --------
CCI Offshore Corp.                  General Partner


CCI OFFSHORE CORP.

Name                                Position
----                                --------
Carl C. Icahn                       Director
Keith A. Meister                    President and Secretary
Vincent Intrieri                    Vice President and Treasurer
Jordan Bleznick                     Vice President-Taxes


ICAHN PARTNERS LP

Name                                Position
----                                --------
Icahn Onshore LP                    General Partner


ICAHN ONSHORE LP

Name                                Position
----                                --------
CCI Onshore Corp.                   General Partner


CCI ONSHORE CORP

Name                                Position
----                                --------
Carl C. Icahn                       Director
Keith A. Meister                    President and Secretary
Vincent Intrieri                    Vice President and Treasurer
Jordan Bleznick                     Vice President-Taxes