<PAGE>   1

               AS FILED WITH THE COMMISSION ON NOVEMBER 19, 1996
                                                   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                           
        Southfield, Michigan                            48086-5008     
----------------------------------------                ---------- 
(Address of principal executive offices)                (zip code)


                Lear Corporation Long-Term Stock Incentive Plan


                            (Full title of the Plan)
--------------------------------------------------------------------------------

                             James H. Vandenberghe
                            Executive Vice President
                                Lear Corporation
                              21557 Telegraph Road
                         Southfield, Michigan 48086-5008
                    ---------------------------------------
                    (Name and address of agent for service)

                             (810)  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               PROPOSED MAXIMUM                AMOUNT OF
 TO BE REGISTERED(1)                 REGISTERED(1)   OFFERING PRICE PER SHARE(2)    AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
 <S>                                 <C>                        <C>                        <C>                    <C>
 Common Stock, $.01 par value        2,200,000 shares            $ 35.8125                  $ 78,787,500           $ 23,875
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   --------------------------------------------------------------------------- 

(1)    Pursuant to Rule 416(a), this Registration Statement shall
       be deemed to cover any additional shares of Common Stock,
       par value $.01 per share, which may be issuable to the
       Lear Corporation Long-Term Stock Incentive Plan.
       
(2)    Estimated solely for purposes of calculating the
       registration fee pursuant to Rule 457(h) on the basis of
       the average high and low prices reported for shares of
       Common Stock on the New York Stock Exchange Composite Tape
       on November 14, 1996, which was $ 35.8125.
<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 31,1995;

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996;

         (c)     The Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996;

         (d)     The Company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996;

         (e)     The Company's Current Report on Form 8-K dated May 22, 1996;

         (f)     The Company's Current Report on Form 8-K dated June 27, 1996;

         (g)     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, 1995; and 

         (h)     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 deregisters 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

          Not Applicable.
<PAGE>   3


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.
In addition, Lehman Brothers Inc. has agreed to indemnify David P. Spalding,
James A. Stern and Alan H. Washkowitz, each being a director of the Company and
an officer or former officer of Lehman Brothers Inc., in connection with their
service as directors of the Company.

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 plans 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 19th day of
November, 1996.

                                        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 
Securities and Exchange Commission, 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         November 19, 1996
 ----------------------------------------        Chief Executive Officer
 Kenneth L. Way                                  (Principal Executive Officer)
                                                 
 /s/ Robert E. Rossiter                          Director, President and Chief     November 19, 1996
 ----------------------------------------        Operating Officer
 Robert E. Rossiter
                                                 
/s/ James H. Vandenberghe                        Director, Executive Vice          November 19, 1996
 ----------------------------------------        President and Chief Financial
 James H. Vandenberghe                           Officer (Principal Financial
                                                 and Principal Accounting
                                                 Officer)

 /s/ Larry W. McCurdy                            Director                          November 19, 1996
 ----------------------------------------
 Larry W. McCurdy                                                

 /s/ Gian Andrea Botta                           Director                          November 19, 1996
 ----------------------------------------
 Gian Andrea Botta

 /s/ Robert W. Shower                            Director                          November 19, 1996
 ----------------------------------------
 Robert W. Shower
                                                 
 /s/ David P. Spalding                           Director                          November 19, 1996
 ----------------------------------------
 David P. Spalding

  /s/ James A. Stern                             Director                          November 19, 1996
 ----------------------------------------
 James A. Stern

 /s/ Alan H. Washkowitz                          Director                          November 19, 1996
 ----------------------------------------
 Alan H. Washkowitz
                   
</TABLE>
<PAGE>   6

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 EXHIBIT             
 NUMBER                       DESCRIPTION
 ------                       -----------
<S>                  <C>
4.1.                 Lear Corporation Long-Term Stock Incentive Plan
                     
4.2                  Form of certificate for the Registrant's Common Stock,
                     par value $.01 per share (filed as Exhibit 4.5 to the
                     Registrant's Registration Statement on Form S-8
                     (No. 33-55783) and incorporated herein by reference)
                     
5.1                  Opinion of Winston & Strawn as to the legality of
                     the securities being registered
                     
23.1                 Consent of Arthur Andersen LLP
                     
23.2                 Consent of Price Waterhouse LLP
                     
23.3                 Consent of Winston & Strawn (included in their opinion
                     filed as Exhibit 5.1)
                     
24.1                 Powers of Attorney (included on the signature page hereof)
                                                                               
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19941}]
{"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": "333-16413", "film-number": "96669329"}, "business-address": {"street1": "21557 TELEGRAPH RD", "city": "SOUTHFIELD", "state": "MI", "zip": "48034", "phone": "3137461500"}, "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 NOVEMBER 19, 1996
                                                   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                           
        Southfield, Michigan                            48086-5008     
----------------------------------------                ---------- 
(Address of principal executive offices)                (zip code)

                Lear Corporation Long-Term Stock Incentive Plan

                            (Full title of the Plan)
--------------------------------------------------------------------------------

                             James H. Vandenberghe
                            Executive Vice President
                                Lear Corporation
                              21557 Telegraph Road
                         Southfield, Michigan 48086-5008
                    ---------------------------------------
                    (Name and address of agent for service)

                             (810)  746-1500                                  
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 TITLE OF SECURITIES                 AMOUNT TO BE    PROPOSED MAXIMUM               PROPOSED MAXIMUM                AMOUNT OF
 TO BE REGISTERED(1)                 REGISTERED(1)   OFFERING PRICE PER SHARE(2)    AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        2,200,000 shares            $ 35.8125                  $ 78,787,500           $ 23,875
-----------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------- 

(1)    Pursuant to Rule 416(a), this Registration Statement shall
       be deemed to cover any additional shares of Common Stock,
       par value $.01 per share, which may be issuable to the
       Lear Corporation Long-Term Stock Incentive Plan.
       
(2)    Estimated solely for purposes of calculating the
       registration fee pursuant to Rule 457(h) on the basis of
       the average high and low prices reported for shares of
       Common Stock on the New York Stock Exchange Composite Tape
       on November 14, 1996, which was $ 35.8125.
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 31,1995;

         (b)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996;

         (c)     The Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996;

         (d)     The Company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996;

         (e)     The Company's Current Report on Form 8-K dated May 22, 1996;

         (f)     The Company's Current Report on Form 8-K dated June 27, 1996;

         (g)     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, 1995; and 

         (h)     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 deregisters 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

          Not Applicable.
3

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.
In addition, Lehman Brothers Inc. has agreed to indemnify David P. Spalding,
James A. Stern and Alan H. Washkowitz, each being a director of the Company and
an officer or former officer of Lehman Brothers Inc., in connection with their
service as directors of the Company.

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 plans 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 19th day of
November, 1996.

                                        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 
Securities and Exchange Commission, 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         November 19, 1996
 ----------------------------------------        Chief Executive Officer
 Kenneth L. Way                                  (Principal Executive Officer)
                                                 
 /s/ Robert E. Rossiter                          Director, President and Chief     November 19, 1996
 ----------------------------------------        Operating Officer
 Robert E. Rossiter
                                                 
/s/ James H. Vandenberghe                        Director, Executive Vice          November 19, 1996
 ----------------------------------------        President and Chief Financial
 James H. Vandenberghe                           Officer (Principal Financial
                                                 and Principal Accounting
                                                 Officer)

 /s/ Larry W. McCurdy                            Director                          November 19, 1996
 ----------------------------------------
 Larry W. McCurdy                                                

 /s/ Gian Andrea Botta                           Director                          November 19, 1996
 ----------------------------------------
 Gian Andrea Botta

 /s/ Robert W. Shower                            Director                          November 19, 1996
 ----------------------------------------
 Robert W. Shower
                                                 
 /s/ David P. Spalding                           Director                          November 19, 1996
 ----------------------------------------
 David P. Spalding

  /s/ James A. Stern                             Director                          November 19, 1996
 ----------------------------------------
 James A. Stern

 /s/ Alan H. Washkowitz                          Director                          November 19, 1996
 ----------------------------------------
 Alan H. Washkowitz
6

                                 EXHIBIT INDEX
EXHIBIT             
 NUMBER                       DESCRIPTION
 ------                       -----------
4.1.                 Lear Corporation Long-Term Stock Incentive Plan
                     
4.2                  Form of certificate for the Registrant's Common Stock,
                     par value $.01 per share (filed as Exhibit 4.5 to the
                     Registrant's Registration Statement on Form S-8
                     (No. 33-55783) and incorporated herein by reference)
                     
5.1                  Opinion of Winston & Strawn as to the legality of
                     the securities being registered
                     
23.1                 Consent of Arthur Andersen LLP
                     
23.2                 Consent of Price Waterhouse LLP
                     
23.3                 Consent of Winston & Strawn (included in their opinion
                     filed as Exhibit 5.1)
                     
24.1                 Powers of Attorney (included on the signature page hereof)