<PAGE>   1
 
                  AS FILED WITH THE COMMISSION ON JUNE 3, 1997
 
                                                    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)
 
<TABLE>
<C>                                                <C>
                  DELAWARE                                          13-3386776
      (State or other jurisdiction of                            (I.R.S. Employer
       incorporation or organization)                          Identification No.)
 
            21557 TELEGRAPH ROAD                                    48086-5008
            SOUTHFIELD, MICHIGAN                                    (zip code)
  (Address of principal executive offices)
</TABLE>
 
              LEAR CORPORATION OUTSIDE DIRECTORS COMPENSATION PLAN
                            (Full title of the Plan)
 
                         ------------------------------
 
                               JOSEPH F. MCCARTHY
                 VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                LEAR CORPORATION
                              21557 TELEGRAPH ROAD
                        SOUTHFIELD, MICHIGAN 48086-5008
                    (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>
=================================================================================================================
                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
    TO BE REGISTERED(1)          REGISTERED(1)           SHARE(2)             PRICE(2)         REGISTRATION FEE
<S>                           <C>                  <C>                  <C>                  <C>
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value.....................     25,000 shares            $38.00              $950,000             $287.88
=================================================================================================================
</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 offered pursuant to the Lear Corporation Outside Directors
    Compensation 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 June
    2, 1997, which was $38.00.
 
================================================================================
<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.
 
                                        I
<PAGE>   3
 
                                    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, 1996;
 
     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
29, 1997;
 
     (c) The Company's Current Report on Form 8-K dated April 3, 1997;
 
     (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, 1996; 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 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.
 
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
 
                                      II-1
<PAGE>   4
 
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 Alan H. Washkowitz, a director of
the Company and an officer of Lehman Brothers Inc., in connection with his
service as a director 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.
 
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.
 
                                      II-2
<PAGE>   5
 
     (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.
 
                                      II-3
<PAGE>   6
 
                                   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 3rd day of June, 1997.
 
                                          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
                      ---------                                      -----                    ----
<C>                                                    <S>                                <C>
                 /s/ KENNETH L. WAY                    Chairman of the Board and          June 3, 1997
-----------------------------------------------------  Chief Executive Officer
                   Kenneth L. Way                      (Principal Executive Officer)
 
                                                       Director, President and Chief      June 3, 1997
-----------------------------------------------------  Operating Officer -
                 Robert E. Rossiter                    International Operations
 
              /s/ JAMES H. VANDENBERGHE                Director, President and Chief      June 3, 1997
-----------------------------------------------------  Operating Officer - North
                James H. Vandenberghe                  American Operations
 
               /s/ DONALD J. STEBBINS                  Senior Vice President, Chief       June 3, 1997
-----------------------------------------------------  Financial Officer and Treasurer
                 Donald J. Stebbins                    (Principal Financial and
                                                       Principal Accounting Officer)
 
                /s/ GIAN ANDREA BOTTA                  Director                           June 3, 1997
-----------------------------------------------------
                  Gian Andrea Botta
 
                  /s/ IRMA B. ELDER                    Director                           June 3, 1997
-----------------------------------------------------
                    Irma B. Elder
</TABLE>
 
                                      II-4
<PAGE>   7
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
<C>                                                    <S>                                <C>
                /s/ LARRY W. MCCURDY                   Director                           June 3, 1997
-----------------------------------------------------
                  Larry W. McCurdy
 
                 /s/ ROY E. PARROTT                    Director                           June 3, 1997
-----------------------------------------------------
                   Roy E. Parrott
 
                /s/ ROBERT W. SHOWER                   Director                           June 3, 1997
-----------------------------------------------------
                  Robert W. Shower
 
                /s/ DAVID P. SPALDING                  Director                           June 3, 1997
-----------------------------------------------------
                  David P. Spalding
 
                 /s/ JAMES A. STERN                    Director                           June 3, 1997
-----------------------------------------------------
                   James A. Stern
 
               /s/ ALAN H. WASHKOWITZ                  Director                           June 3, 1997
-----------------------------------------------------
                 Alan H. Washkowitz
</TABLE>
 
                                      II-5
<PAGE>   8
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<C>        <S>
  4.1      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)
  4.2      Amended and Restated Outside Directors Compensation Plan
 23.1      Consent of Arthur Andersen LLP
 24.1      Powers of Attorney (included on the signature page hereof)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19752}]
{"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": "333-28419", "film-number": "97618658"}, "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 JUNE 3, 1997
 
                                                    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
       incorporation or organization)                          Identification No.)
 
            21557 TELEGRAPH ROAD                                    48086-5008
            SOUTHFIELD, MICHIGAN                                    (zip code)
  (Address of principal executive offices)
LEAR CORPORATION OUTSIDE DIRECTORS COMPENSATION PLAN
                            (Full title of the Plan)
 
                         ------------------------------
 
                               JOSEPH F. MCCARTHY
                 VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                LEAR CORPORATION
                              21557 TELEGRAPH ROAD
                        SOUTHFIELD, MICHIGAN 48086-5008
                    (Name and address of agent for service)
 
                                 (248) 746-1500
         (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
    TO BE REGISTERED(1)          REGISTERED(1)           SHARE(2)             PRICE(2)         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value.....................     25,000 shares            $38.00              $950,000             $287.88
=================================================================================================================
(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 offered pursuant to the Lear Corporation Outside Directors
    Compensation 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 June
    2, 1997, which was $38.00.
 
================================================================================
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.
 
                                        I
3
 
                                    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, 1996;
 
     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
29, 1997;
 
     (c) The Company's Current Report on Form 8-K dated April 3, 1997;
 
     (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, 1996; 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 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.
 
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
 
                                      II-1
4
 
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 Alan H. Washkowitz, a director of
the Company and an officer of Lehman Brothers Inc., in connection with his
service as a director 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.
 
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.
 
                                      II-2
5
 
     (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.
 
                                      II-3
6
 
                                   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 3rd day of June, 1997.
 
                                          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          June 3, 1997
-----------------------------------------------------  Chief Executive Officer
                   Kenneth L. Way                      (Principal Executive Officer)
 
                                                       Director, President and Chief      June 3, 1997
-----------------------------------------------------  Operating Officer -
                 Robert E. Rossiter                    International Operations
 
              /s/ JAMES H. VANDENBERGHE                Director, President and Chief      June 3, 1997
-----------------------------------------------------  Operating Officer - North
                James H. Vandenberghe                  American Operations
 
               /s/ DONALD J. STEBBINS                  Senior Vice President, Chief       June 3, 1997
-----------------------------------------------------  Financial Officer and Treasurer
                 Donald J. Stebbins                    (Principal Financial and
                                                       Principal Accounting Officer)
 
                /s/ GIAN ANDREA BOTTA                  Director                           June 3, 1997
-----------------------------------------------------
                  Gian Andrea Botta
 
                  /s/ IRMA B. ELDER                    Director                           June 3, 1997
-----------------------------------------------------
                    Irma B. Elder
II-4
7
SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
/s/ LARRY W. MCCURDY                   Director                           June 3, 1997
-----------------------------------------------------
                  Larry W. McCurdy
 
                 /s/ ROY E. PARROTT                    Director                           June 3, 1997
-----------------------------------------------------
                   Roy E. Parrott
 
                /s/ ROBERT W. SHOWER                   Director                           June 3, 1997
-----------------------------------------------------
                  Robert W. Shower
 
                /s/ DAVID P. SPALDING                  Director                           June 3, 1997
-----------------------------------------------------
                  David P. Spalding
 
                 /s/ JAMES A. STERN                    Director                           June 3, 1997
-----------------------------------------------------
                   James A. Stern
 
               /s/ ALAN H. WASHKOWITZ                  Director                           June 3, 1997
-----------------------------------------------------
                 Alan H. Washkowitz
II-5
8
 
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
4.1      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)
  4.2      Amended and Restated Outside Directors Compensation Plan
 23.1      Consent of Arthur Andersen LLP
 24.1      Powers of Attorney (included on the signature page hereof)