<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
 
                            LEAR SEATING CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                              <C>
                  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)
</TABLE>
 
    AUTOMOTIVE INDUSTRIES HOLDING, INC. 1992 KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)
 
                         ------------------------------
 
                             JAMES H. VANDENBERGHE
                            EXECUTIVE VICE PRESIDENT
                            LEAR SEATING CORPORATION
                              21557 TELEGRAPH ROAD
                           SOUTHFIELD, MICHIGAN 48034
                    (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>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                            PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF SECURITIES         AMOUNT TO BE     OFFERING PRICE      AGGREGATE         AMOUNT OF
  TO BE REGISTERED(1)      REGISTERED(1)      PER SHARE(2)   OFFERING PRICE(2)  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S>                      <C>               <C>               <C>               <C>
Common Stock, $.01 par
  value................    693,825 shares        $27.25         $18,906,731        $6,519.56
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
    any additional shares of Common Stock which may be issuable pursuant to the
    antidilution provisions of the Automotive Industries Holding, Inc. 1992 Key
    Employee Stock Option Plan.
 
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) on the basis of the average high and low prices reported on
    the New York Stock Exchange Composite Tape on August 7, 1995.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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"). Such documents
are not being filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). 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-1
<PAGE>   3
 
                                    PART II
 
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Lear Seating Corporation (the "Registrant") hereby incorporates the
following documents herein by reference:
 
          (a) The Registrant's annual report on Form 10-K for the fiscal year
     ended December 31, 1994 filed with the SEC pursuant to Section 13(a) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");
 
          (b) The Registrant's quarterly report on Form 10-Q for the quarter
     ended April 1, 1995 filed with the SEC pursuant to Section 13(a) of the
     Exchange Act;
 
          (c) The Registrant's quarterly report on Form 10-Q for the quarter
     ended July 1, 1995 filed with the SEC pursuant to Section 13(a) of the
     Exchange Act;
 
          (d) The Registrant's current report on Form 8-K dated December 15,
     1994, as amended by its Form 8-K/A filed on February 28, 1995;
 
          (e) All other reports filed by the Registrant and the Plan pursuant to
     Sections 13(a) or 15(d) of the Exchange Act, on or after December 31, 1994;
     and
 
          (f) The description of the Registrant's Common Stock, $.01 par value,
     contained in the Registrant's registration statement on Form 8-A filed
     pursuant to Section 12(b) of the Exchange Act filed on April 1, 1994, 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 SEC
     updating such description.
 
     In addition, all documents subsequently filed by the Registrant 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
 
     As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the
 
                                      II-1
<PAGE>   4
 
Registrant, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Registrant, the director or
officer may not be indemnified in respect to any claim, issue or matters as to
which he shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Registrant unless a court determines
otherwise.
 
     Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
 
     The Registrant maintains directors and officers liability insurance that
insures the directors and officers of the Registrant against certain
liabilities. In addition, Lehman Brothers Inc. has agreed to indemnify Jeffrey
P. Hughes, David P. Spalding, James A. Stern, Eliot M. Fried and Alan H.
Washkowitz, each being a director of the Registrant, in connection with their
service as directors of the Registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
<TABLE>
    <C>     <S>
      4.1   Automotive Industries Holding, Inc. 1992 Key Employee Stock Option Plan
      4.2   Form of Option Assumption Agreement
      4.3   Form of Option Cancellation Agreement
      4.4   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 Arthur Andersen & Co., s.a.s.
     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>
 
                                      II-2
<PAGE>   5
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant 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 Registrant
        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 Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant'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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Registrant
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 10th day of August, 1995.
 
                                          LEAR SEATING 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             August 10, 1995
- ----------------------------------------     Chief Executive Officer
Kenneth L. Way

/S/ ROBERT E. ROSSITER                     Director, President and Chief         August 10, 1995
- ----------------------------------------     Operating Officer
Robert E. Rossiter

/S/ JAMES H. VANDENBERGHE                  Executive Vice President and Chief    August 10, 1995
- ----------------------------------------     Financial Officer (Principal
James H. Vandenberghe                        Financial and Principal
                                             Accounting Officer)

/S/ LARRY W. MCCURDY                       Director                              August 10, 1995
- ----------------------------------------
Larry W. McCurdy

/S/ GIAN ANDREA BOTTA                      Director                              August 10, 1995
- ----------------------------------------
Gian Andrea Botta

                                           Director
- ----------------------------------------
Eliot M. Fried

/S/ ROBERT W. SHOWER                       Director                              August 10, 1995
- ----------------------------------------
Robert W. Shower
</TABLE>
 
                                      II-4
<PAGE>   7
 
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                       DATE
- ----------------------------------------   -----------------------------------   ---------------
<S>                                        <C>                                   <C>
/S/ JEFFREY P. HUGHES                      Director                              August 10, 1995
- ----------------------------------------
Jeffrey P. Hughes

/S/ DAVID P. SPALDING                      Director                              August 10, 1995
- ----------------------------------------
David P. Spalding

/S/ JAMES A. STERN                         Director                              August 10, 1995
- ----------------------------------------
James A. Stern

/S/ ALAN WASHKOWITZ                        Director                              August 10, 1995
- ----------------------------------------
Alan Washkowitz
</TABLE>
 
                                      II-5
<PAGE>   8
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                       SEQUENTIAL
EXHIBIT                                                                                   PAGE
NUMBER                                   DESCRIPTION                                     NUMBER
- ------    --------------------------------------------------------------------------   ----------
<C>       <S>                                                                          <C>
  4.1     Automotive Industries Holding, Inc. 1992 Key Employee Stock Option Plan
  4.2     Form of Option Assumption Agreement
  4.3     Form of Option Cancellation Agreement
  4.4     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 Arthur Andersen & Co., s.a.s.
 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": 20795}]
{"company-data": {"conformed-name": "LEAR SEATING CORP", "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": "033-61739", "film-number": "95560911"}, "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 SIEGLER SEATING CORP", "date-changed": "19900723"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
 
                            LEAR SEATING 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)
AUTOMOTIVE INDUSTRIES HOLDING, INC. 1992 KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)
 
                         ------------------------------
 
                             JAMES H. VANDENBERGHE
                            EXECUTIVE VICE PRESIDENT
                            LEAR SEATING CORPORATION
                              21557 TELEGRAPH ROAD
                           SOUTHFIELD, MICHIGAN 48034
                    (Name and address of agent for service)
 
                                 (810) 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      AGGREGATE         AMOUNT OF
  TO BE REGISTERED(1)      REGISTERED(1)      PER SHARE(2)   OFFERING PRICE(2)  REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value................    693,825 shares        $27.25         $18,906,731        $6,519.56
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
    any additional shares of Common Stock which may be issuable pursuant to the
    antidilution provisions of the Automotive Industries Holding, Inc. 1992 Key
    Employee Stock Option Plan.
 
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) on the basis of the average high and low prices reported on
    the New York Stock Exchange Composite Tape on August 7, 1995.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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"). Such documents
are not being filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). 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-1
3
 
                                    PART II
 
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Lear Seating Corporation (the "Registrant") hereby incorporates the
following documents herein by reference:
 
          (a) The Registrant's annual report on Form 10-K for the fiscal year
     ended December 31, 1994 filed with the SEC pursuant to Section 13(a) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");
 
          (b) The Registrant's quarterly report on Form 10-Q for the quarter
     ended April 1, 1995 filed with the SEC pursuant to Section 13(a) of the
     Exchange Act;
 
          (c) The Registrant's quarterly report on Form 10-Q for the quarter
     ended July 1, 1995 filed with the SEC pursuant to Section 13(a) of the
     Exchange Act;
 
          (d) The Registrant's current report on Form 8-K dated December 15,
     1994, as amended by its Form 8-K/A filed on February 28, 1995;
 
          (e) All other reports filed by the Registrant and the Plan pursuant to
     Sections 13(a) or 15(d) of the Exchange Act, on or after December 31, 1994;
     and
 
          (f) The description of the Registrant's Common Stock, $.01 par value,
     contained in the Registrant's registration statement on Form 8-A filed
     pursuant to Section 12(b) of the Exchange Act filed on April 1, 1994, 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 SEC
     updating such description.
 
     In addition, all documents subsequently filed by the Registrant 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
 
     As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the
 
                                      II-1
4
 
Registrant, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Registrant, the director or
officer may not be indemnified in respect to any claim, issue or matters as to
which he shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Registrant unless a court determines
otherwise.
 
     Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
 
     The Registrant maintains directors and officers liability insurance that
insures the directors and officers of the Registrant against certain
liabilities. In addition, Lehman Brothers Inc. has agreed to indemnify Jeffrey
P. Hughes, David P. Spalding, James A. Stern, Eliot M. Fried and Alan H.
Washkowitz, each being a director of the Registrant, in connection with their
service as directors of the Registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
4.1   Automotive Industries Holding, Inc. 1992 Key Employee Stock Option Plan
      4.2   Form of Option Assumption Agreement
      4.3   Form of Option Cancellation Agreement
      4.4   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 Arthur Andersen & Co., s.a.s.
     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)
II-2
5
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant 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 Registrant
        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 Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant'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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Registrant
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 10th day of August, 1995.
 
                                          LEAR SEATING 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             August 10, 1995
- ----------------------------------------     Chief Executive Officer
Kenneth L. Way

/S/ ROBERT E. ROSSITER                     Director, President and Chief         August 10, 1995
- ----------------------------------------     Operating Officer
Robert E. Rossiter

/S/ JAMES H. VANDENBERGHE                  Executive Vice President and Chief    August 10, 1995
- ----------------------------------------     Financial Officer (Principal
James H. Vandenberghe                        Financial and Principal
                                             Accounting Officer)

/S/ LARRY W. MCCURDY                       Director                              August 10, 1995
- ----------------------------------------
Larry W. McCurdy

/S/ GIAN ANDREA BOTTA                      Director                              August 10, 1995
- ----------------------------------------
Gian Andrea Botta

                                           Director
- ----------------------------------------
Eliot M. Fried

/S/ ROBERT W. SHOWER                       Director                              August 10, 1995
- ----------------------------------------
Robert W. Shower
II-4
7
SIGNATURE                                  TITLE                       DATE
- ----------------------------------------   -----------------------------------   ---------------
/S/ JEFFREY P. HUGHES                      Director                              August 10, 1995
- ----------------------------------------
Jeffrey P. Hughes

/S/ DAVID P. SPALDING                      Director                              August 10, 1995
- ----------------------------------------
David P. Spalding

/S/ JAMES A. STERN                         Director                              August 10, 1995
- ----------------------------------------
James A. Stern

/S/ ALAN WASHKOWITZ                        Director                              August 10, 1995
- ----------------------------------------
Alan Washkowitz
II-5
8
 
                                 EXHIBIT INDEX
SEQUENTIAL
EXHIBIT                                                                                   PAGE
NUMBER                                   DESCRIPTION                                     NUMBER
- ------    --------------------------------------------------------------------------   ----------
4.1     Automotive Industries Holding, Inc. 1992 Key Employee Stock Option Plan
  4.2     Form of Option Assumption Agreement
  4.3     Form of Option Cancellation Agreement
  4.4     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 Arthur Andersen & Co., s.a.s.
 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)