<PAGE>   1
                  AS FILED WITH THE COMMISSION ON JULY 20, 1998
                                                   REGISTRATION NO. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                LEAR CORPORATION
             (Exact name of registrant as specified in its charter)



         Delaware                                        13-3386776
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)




     21557 Telegraph Road                                        48034
     Southfield, Michigan                                        -----
     --------------------
                                                               (zip code)
(Address of principal executive offices)


              Lear Corporation Executive Supplemental Savings Plan

                            (Full title of the Plan)
--------------------------------------------------------------------------------
                               Joseph F. McCarthy
                  Vice President, Secretary and General Counsel
                                Lear Corporation
                              21557 Telegraph Road
                           Southfield, Michigan 48034
                           --------------------------
                     (Name and address of agent for service)
                                 (248) 746-1500
          --------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES                    AMOUNT TO BE    PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     AMOUNT OF
TO BE REGISTERED                        REGISTERED        PRICE PER SHARE               OFFERING PRICE (1)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>                         <C>                             <C>   
Lear Corporation Executive Supplemental
Savings Plan Obligations (2) . . . . . .$10,000,000            100%                         $10,000,000                  $2,950
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h).
(2) The Lear Corporation Executive Supplemental Savings Plan Obligations
    (the "Obligations") are unsecured obligations of Lear Corporation to pay 
    deferred compensation in the future in accordance with the Lear Corporation 
    Executive Supplemental Savings Plan (the "Plan").


<PAGE>   2



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Lear Corporation (the "Company") hereby incorporates the following
documents herein by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997; 

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998;

         (c) The Company's current Report on Form 8-K dated June 30, 1998;

         (d) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or after December 31, 1997; and

         (e) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company's registration statement on Form 8-A, as
amended by Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including any
subsequent amendment or any report or other filing with the Securities and
Exchange Commission (the "SEC") updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which removes from registration all such
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Under the Lear Corporation Executive Supplemental Savings Plan
(the"Plan"), the Company provides eligible employees ("Participants"), who are
prohibited from fully contributing to the Lear Corporation Salaried Retirement
Savings Plan (the "Retirement Plan") due to limitations imposed by the Internal
Revenue Code, the opportunity to defer a portion of their current cash
compensation. The portions of compensation deferred under such elections are
referred to herein as "Obligations." The Plan also provides benefits that would
have been earned under the Retirement Plan and/or the Lear Corporation Salaried
Pension Plan and/or the Lear Corporation Pension Equalization Program if the
Participant had not elected to defer compensation into either the Plan or the
Management Stock Purchase Program under the Lear Long-Term Stock Incentive Plan.
The Company herein registers $10,000,000 of Obligations.

         Each Participant defers compensation in accordance with the Plan,
pursuant to an irrevocable election made by the Participant. The Company will
account for deferred compensation, together with any Company matching
contributions, by establishing bookkeeping accounts for each Participant.
Accounts established under the Plan shall be credited monthly at the monthly
compound equivalent of the Prime Rate (as in effect at the beginning of each
calendar quarter). Obligations to Participants will be paid in cash in
accordance with the Participant's deferral election.

         All Obligations under the Plan and the establishment of individual
bookkeeping accounts shall be deemed not to have created a trust, and no
Participant shall have an ownership interest in any such account. Obligations
are unsecured general obligations of the Company to pay the deferred
compensation in the future in accordance with the terms of the Plan. Obligations
will rank without preference with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding and are, therefore,


<PAGE>   3



subject to the risks of the Company's insolvency. Obligations, under the terms
of the Plan, do not benefit from any affirmative or negative pledge or covenant
from the Company.

         A Participant's rights to any amounts credited to his accounts may not
be alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to a beneficiary designation made by a Participant in accordance with
the terms of the Plan. Obligations are not subject to early redemption, in whole
or in part, except as specified in the Plan. Obligations are not convertible
into any other security of the Company. The Company reserves the right to amend,
merge, consolidate or terminate the Plan; provided, however, that any such
action shall not adversely affect the amount that any Participant is entitled to
receive.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

         Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

         The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.

         The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.


ITEM 8.    EXHIBITS

         A list of exhibits is set forth on the Index to Exhibits.



<PAGE>   4



ITEM 9. UNDERTAKINGS

         (a) The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the registration statement is on Form S-3, Form
         S-8 or Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the SEC by the Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

         (b) The undersigned Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plan pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Southfield, Michigan on the 17 day of July, 1998.


                                          LEAR CORPORATION


                                          By: /s/ Kenneth L. Way
                                             ----------------------
                                          Kenneth L. Way
                                          Chairman of the Board and
                                          Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and
James H. Vandenberghe and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, 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, hereby ratifying and confirming all
said attorneys-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

Signature                                          Title                                Date
<S>                                                <C>                                  <C>    

/s/ Kenneth L. Way
----------------------------------------           Chairman of the Board and            July 17, 1998
Kenneth L. Way                                     Chief Executive Officer      
                                                   (Principal Executive Officer)
                                                   
/s/ Robert E. Rossiter                                 
----------------------------------------           Director, President and Chief        July 17, 1998
Robert E. Rossiter                                 Operating Officer --      
                                                   International Operations  

/s/ James H. Vandenberghe
----------------------------------------           Director, President and Chief        July 17, 1998
James H. Vandenberghe                              Operating Officer -- North                        
                                                   American Operations                               
                                                   
/s/ Donald J. Stebbins                                 
----------------------------------------           Senior Vice President and            July 17, 1998
Donald J. Stebbins                                 Chief Financial Officer
                                                   (Principal Financial and
                                                   Principal Accounting Officer)

/s/ Gian Andrea Botta
----------------------------------------           Director                             July 17, 1998
Gian Andrea Botta

/s/ Irma B. Elder
----------------------------------------           Director                             July 17, 1998
Irma B. Elder

/s/ Larry W. McCurdy
----------------------------------------           Director                             July 17, 1998
Larry W. McCurdy

/s/ Roy E. Parrott
----------------------------------------           Director                             July 17, 1998
Roy E. Parrott
</TABLE>



<PAGE>   6





<TABLE>
<S>                                                <C>                                  <C>

/s/ Robert W. Shower
----------------------------------------           Director                             July 17, 1998
Robert W. Shower

/s/ David P. Spalding
----------------------------------------           Director                             July 17, 1998
David P. Spalding

/s/ James A. Stern
----------------------------------------           Director                             July 17, 1998
James A. Stern

</TABLE>


<PAGE>   7
                                EXHIBIT INDEX

<TABLE>
<CAPTION>

        EXHIBIT
        NUMBER                                                       DESCRIPTION
         <S>                        <C>

         4.1                        Lear Corporation Executive Supplemental Savings Plan, filed herewith

         4.2                        First Amendment to the Lear Corporation Executive Supplemental Savings Plan, filed
                                    herewith

         4.3                        Lear Corporation Executive Supplemental Savings Plan Deferred Compensation
                                    Agreement, filed herewith

         4.4                        Lear Corporation Executive Supplemental Savings Plan Beneficiary Designation Form,
                                    filed herewith

         5.1                        Opinion of Winston & Strawn re legality of securities issued

         23.1                       Consent of Arthur Andersen LLP

         23.3                       Consent of Winston & Strawn (contained in Exhibit 5.1 hereof)

         24.1                       Powers of Attorney (included on the signature page hereof)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22512}]
{"company-data": {"conformed-name": "LEAR CORP /DE/", "cik": "0000842162", "assigned-sic": "2531", "irs-number": "133386776", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59467", "film-number": "98668867"}, "business-address": {"street1": "21557 TELEGRAPH RD", "city": "SOUTHFIELD", "state": "MI", "zip": "48034", "phone": "2487461500"}, "mail-address": {"street1": "21557 TELEGRAPH CORP", "city": "SOUTHFIELD", "state": "MI", "zip": "48034"}, "former-company": [{"former-conformed-name": "LEAR SEATING CORP", "date-changed": "19920703"}, {"former-conformed-name": "LEAR SIEGLER SEATING CORP", "date-changed": "19900723"}]}
1
                  AS FILED WITH THE COMMISSION ON JULY 20, 1998
                                                   REGISTRATION NO. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                LEAR CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                        13-3386776
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     21557 Telegraph Road                                        48034
     Southfield, Michigan                                        -----
     --------------------
                                                               (zip code)
(Address of principal executive offices)

              Lear Corporation Executive Supplemental Savings Plan

                            (Full title of the Plan)
--------------------------------------------------------------------------------
                               Joseph F. McCarthy
                  Vice President, Secretary and General Counsel
                                Lear Corporation
                              21557 Telegraph Road
                           Southfield, Michigan 48034
                           --------------------------
                     (Name and address of agent for service)
                                 (248) 746-1500
          --------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES                    AMOUNT TO BE    PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     AMOUNT OF
TO BE REGISTERED                        REGISTERED        PRICE PER SHARE               OFFERING PRICE (1)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Lear Corporation Executive Supplemental
Savings Plan Obligations (2) . . . . . .$10,000,000            100%                         $10,000,000                  $2,950
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h).
(2) The Lear Corporation Executive Supplemental Savings Plan Obligations
    (the "Obligations") are unsecured obligations of Lear Corporation to pay 
    deferred compensation in the future in accordance with the Lear Corporation 
    Executive Supplemental Savings Plan (the "Plan").
2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Lear Corporation (the "Company") hereby incorporates the following
documents herein by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997; 

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998;

         (c) The Company's current Report on Form 8-K dated June 30, 1998;

         (d) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or after December 31, 1997; and

         (e) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company's registration statement on Form 8-A, as
amended by Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including any
subsequent amendment or any report or other filing with the Securities and
Exchange Commission (the "SEC") updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which removes from registration all such
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Under the Lear Corporation Executive Supplemental Savings Plan
(the"Plan"), the Company provides eligible employees ("Participants"), who are
prohibited from fully contributing to the Lear Corporation Salaried Retirement
Savings Plan (the "Retirement Plan") due to limitations imposed by the Internal
Revenue Code, the opportunity to defer a portion of their current cash
compensation. The portions of compensation deferred under such elections are
referred to herein as "Obligations." The Plan also provides benefits that would
have been earned under the Retirement Plan and/or the Lear Corporation Salaried
Pension Plan and/or the Lear Corporation Pension Equalization Program if the
Participant had not elected to defer compensation into either the Plan or the
Management Stock Purchase Program under the Lear Long-Term Stock Incentive Plan.
The Company herein registers $10,000,000 of Obligations.

         Each Participant defers compensation in accordance with the Plan,
pursuant to an irrevocable election made by the Participant. The Company will
account for deferred compensation, together with any Company matching
contributions, by establishing bookkeeping accounts for each Participant.
Accounts established under the Plan shall be credited monthly at the monthly
compound equivalent of the Prime Rate (as in effect at the beginning of each
calendar quarter). Obligations to Participants will be paid in cash in
accordance with the Participant's deferral election.

         All Obligations under the Plan and the establishment of individual
bookkeeping accounts shall be deemed not to have created a trust, and no
Participant shall have an ownership interest in any such account. Obligations
are unsecured general obligations of the Company to pay the deferred
compensation in the future in accordance with the terms of the Plan. Obligations
will rank without preference with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding and are, therefore,
3

subject to the risks of the Company's insolvency. Obligations, under the terms
of the Plan, do not benefit from any affirmative or negative pledge or covenant
from the Company.

         A Participant's rights to any amounts credited to his accounts may not
be alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to a beneficiary designation made by a Participant in accordance with
the terms of the Plan. Obligations are not subject to early redemption, in whole
or in part, except as specified in the Plan. Obligations are not convertible
into any other security of the Company. The Company reserves the right to amend,
merge, consolidate or terminate the Plan; provided, however, that any such
action shall not adversely affect the amount that any Participant is entitled to
receive.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

         Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

         The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.

         The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.    EXHIBITS

         A list of exhibits is set forth on the Index to Exhibits.
4

ITEM 9. UNDERTAKINGS

         (a) The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the registration statement is on Form S-3, Form
         S-8 or Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the SEC by the Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

         (b) The undersigned Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plan pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Southfield, Michigan on the 17 day of July, 1998.

                                          LEAR CORPORATION

                                          By: /s/ Kenneth L. Way
                                             ----------------------
                                          Kenneth L. Way
                                          Chairman of the Board and
                                          Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and
James H. Vandenberghe and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, 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, hereby ratifying and confirming all
said attorneys-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                          Title                                Date
/s/ Kenneth L. Way
----------------------------------------           Chairman of the Board and            July 17, 1998
Kenneth L. Way                                     Chief Executive Officer      
                                                   (Principal Executive Officer)
                                                   
/s/ Robert E. Rossiter                                 
----------------------------------------           Director, President and Chief        July 17, 1998
Robert E. Rossiter                                 Operating Officer --      
                                                   International Operations  

/s/ James H. Vandenberghe
----------------------------------------           Director, President and Chief        July 17, 1998
James H. Vandenberghe                              Operating Officer -- North                        
                                                   American Operations                               
                                                   
/s/ Donald J. Stebbins                                 
----------------------------------------           Senior Vice President and            July 17, 1998
Donald J. Stebbins                                 Chief Financial Officer
                                                   (Principal Financial and
                                                   Principal Accounting Officer)

/s/ Gian Andrea Botta
----------------------------------------           Director                             July 17, 1998
Gian Andrea Botta

/s/ Irma B. Elder
----------------------------------------           Director                             July 17, 1998
Irma B. Elder

/s/ Larry W. McCurdy
----------------------------------------           Director                             July 17, 1998
Larry W. McCurdy

/s/ Roy E. Parrott
----------------------------------------           Director                             July 17, 1998
Roy E. Parrott
6
/s/ Robert W. Shower
----------------------------------------           Director                             July 17, 1998
Robert W. Shower

/s/ David P. Spalding
----------------------------------------           Director                             July 17, 1998
David P. Spalding

/s/ James A. Stern
----------------------------------------           Director                             July 17, 1998
James A. Stern
7
                                EXHIBIT INDEX
EXHIBIT
        NUMBER                                                       DESCRIPTION
4.1                        Lear Corporation Executive Supplemental Savings Plan, filed herewith

         4.2                        First Amendment to the Lear Corporation Executive Supplemental Savings Plan, filed
                                    herewith

         4.3                        Lear Corporation Executive Supplemental Savings Plan Deferred Compensation
                                    Agreement, filed herewith

         4.4                        Lear Corporation Executive Supplemental Savings Plan Beneficiary Designation Form,
                                    filed herewith

         5.1                        Opinion of Winston & Strawn re legality of securities issued

         23.1                       Consent of Arthur Andersen LLP

         23.3                       Consent of Winston & Strawn (contained in Exhibit 5.1 hereof)

         24.1                       Powers of Attorney (included on the signature page hereof)