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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 8)*

                                Lear Corporation
                                (Name of Issuer)

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

                                    521865105
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                 General Counsel
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388

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

                                November 3, 2008
             (Date of Event which Requires Filing of this Statement)

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

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

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

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





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            High River Limited Partnership

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*
            WC

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            659,860

8  SHARED VOTING POWER
            0

9  SOLE DISPOSITIVE POWER
            659,860

10 SHARED DISPOSITIVE POWER
            0

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

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            0.85%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Hopper Investments LLC

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            659,860

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            659,860

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

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            0.85%

14 TYPE OF REPORTING PERSON*
            OO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Koala Holding Limited Partnership

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            247,745

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            247,745

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            247,745

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            0.32%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Koala Holding GP Corp.

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            247,745

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            247,745

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            247,745

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            0.32%

14 TYPE OF REPORTING PERSON*
            CO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Barberry Corp.

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            907,605

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            907,605

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            907,605

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            1.17%

14 TYPE OF REPORTING PERSON*
            CO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Partners Master Fund LP

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*
            WC

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            1,567,926

8  SHARED VOTING POWER
            0

9  SOLE DISPOSITIVE POWER
            1,567,926

10 SHARED DISPOSITIVE POWER
            0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,567,926

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            2.03%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Offshore LP

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            1,567,926

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            1,567,926

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,567,926

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            2.03%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Partners LP

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*
            WC

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            1,228,028

8  SHARED VOTING POWER
            0

9  SOLE DISPOSITIVE POWER
            1,228,028

10 SHARED DISPOSITIVE POWER
            0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,228,028

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            1.59%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Onshore LP

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            1,228,028

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            1,228,028

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,228,028

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            1.59%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Capital LP

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

3  SEC USE ONLY

4  SOURCE OF FUNDS
            WC

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            2,795,954

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            2,795,954

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,795,954

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            3.62%

14 TYPE OF REPORTING PERSON
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            IPH GP LLC

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

3  SEC USE ONLY

4  SOURCE OF FUNDS
            WC

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            2,795,954

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            2,795,954

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,795,954

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            3.62%

14 TYPE OF REPORTING PERSON
            OO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            AREP Car Holdings Corp.

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            126,956

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            126,956

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            126,956

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            0.16%

14 TYPE OF REPORTING PERSON*
            CO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Enterprises Holdings LP

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            2,922,910

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            2,922,910

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,922,910

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            3.78%

14 TYPE OF REPORTING PERSON*
            PN





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Icahn Enterprises G.P. Inc.

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            2,922,910

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            2,922,910

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,922,910

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            3.78%

14 TYPE OF REPORTING PERSON*
            CO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Beckton Corp.

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            2,922,910

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            2,922,910

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            2,922,910

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            3.78%

14 TYPE OF REPORTING PERSON*
            CO





                                  SCHEDULE 13D

CUSIP No.  521865105

1  NAME OF REPORTING PERSON
            Carl C. Icahn

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

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

3  SEC USE ONLY

4  SOURCE OF FUNDS*

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

6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7  SOLE VOTING POWER
            0

8  SHARED VOTING POWER
            3,830,515

9  SOLE DISPOSITIVE POWER
            0

10 SHARED DISPOSITIVE POWER
            3,830,515

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            3,830,515

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            4.95%

14 TYPE OF REPORTING PERSON*
            IN





                                  SCHEDULE 13D
                                (Amendment No. 8)

Item 1. Security and Issuer

     The  Schedule 13D filed with the  Securities  and  Exchange  Commission  on
October 17, 2006, as previously  amended (the "Initial  13D"),  by the Reporting
Persons  with  respect  to the  shares of  Common  Stock,  $.01 par  value  (the
"Shares"),  issued by Lear  Corporation  (the  "Issuer"  or  "Lear"),  is hereby
further  amended to furnish the  additional  information  set forth herein.  All
capitalized  terms  contained  herein but not  otherwise  defined shall have the
meanings ascribed to such terms in the Initial 13D.

Item 4. Purpose of Transaction

     Item 4 of the Initial 13D is hereby amended by adding the following:

     On November 3, 2008, Vincent Intrieri, an employee of the Reporting Persons
and a member of the board of directors  of the Issuer,  delivered to the board a
letter of resignation, a copy of which is filed herewith and incorporated herein
by reference.

     Also on November 3, 2008,  Carl C. Icahn delivered to the board a letter (a
copy of which is filed  herewith and  incorporated  herein by  reference)  which
stated:

          As you probably are aware,  I have been known to criticize many senior
     executives for doing subpar jobs in corporations. However, this is far from
     the case with Bob Rossiter and Dan Ninivaggi, who I have met on a number of
     occasions  during the past year.  I have built a great  respect for both of
     them and find  them to be  extremely  competent  executives.  I also have a
     great  respect  for the  other  senior  executives  at Lear that I have had
     occasion  to meet during the past year.  I hope to keep up my  relationship
     with both Bob and Dan in the coming months.

Item 5. Interest in Securities of the Issuer

     Item 5 of the Initial 13D is hereby amended and restated in its entirety as
follows:

     (a)  The  Reporting  Persons  may be deemed  to  beneficially  own,  in the
          aggregate,  3,830,515 Shares,  representing approximately 4.95% of the
          Issuer's  outstanding  Shares (based upon the 77,320,260 Shares stated
          to be  outstanding  as of July 31, 2008 by the Issuer in the  Issuer's
          Quarterly  Report on Form 10-Q for the  quarter  ended June 28,  2008,
          filed with the Securities and Exchange Commission on August 4, 2008).

     (b)  High  River has sole  voting  power and sole  dispositive  power  with
          regard to 659,860 Shares.  Each of Hopper,  Barberry and Carl C. Icahn
          has shared  voting power and shared  dispositive  power with regard to
          such Shares.  Koala has sole voting power and sole  dispositive  power
          with regard to 247,745 Shares.  Each of Koala GP, Barberry and Carl C.
          Icahn has shared voting power and shared dispositive power with regard
          to  such  Shares.   Icahn  Master  has  sole  voting  power  and  sole
          dispositive  power  with  regard to  1,567,926  Shares.  Each of Icahn
          Offshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
          Enterprises  GP, Beckton and Carl C. Icahn has shared voting power and
          shared  dispositive  power with regard to such Shares.  Icahn Partners
          has sole  voting  power  and sole  dispositive  power  with  regard to
          1,228,028  Shares.  Each of Icahn Onshore,  Icahn Capital,  IPH, Icahn
          Enterprises Holdings,  Icahn Enterprises GP, Beckton and Carl C. Icahn
          has shared  voting power and shared  dispositive  power with regard to
          such Shares. AREP Car has sole voting power and sole dispositive power
          with regard to 126,956  Shares.  Each of Icahn  Enterprises  Holdings,
          Icahn  Enterprises  GP,  Beckton  and Carl C. Icahn has shared  voting
          power and shared dispositive power with regard to such Shares.

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

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


                  Shares Purchased    Price Per Share/
Name              Date                (Sold)             Exercise Price
---------------- ------------------- ---------------- ---------------------
Koala              November 3, 2008      (1,491,386)                 $1.90
---------------- ------------------- ---------------- ---------------------
Icahn Partners     November 3, 2008      (2,841,691)                 $1.90
---------------- ------------------- ---------------- ---------------------
Icahn Master       November 3, 2008      (3,958,309)                 $1.90
---------------- ------------------- ---------------- ---------------------
AREP Car           November 3, 2008        (208,614)                 $1.90
---------------- ------------------- ---------------- ---------------------

               (e) As a result of the  transactions  reported  in this  Schedule
          13D, the Reporting  Persons ceased to be the beneficial owners of more
          than five  percent  of the  Shares  and are no longer  subject  to the
          reporting requirements of Rule 13d-1(a) of the Exchange Act.

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

     Item 6 of the Initial 13D is hereby amended by adding the following:

     Since their last filing on Schedule 13D, the Reporting Persons acquired, in
open market purchases, $17,000,000 in aggregate principal amount of Lear's 8.50%
Senior Notes due 2013 and  $16,000,000 in aggregate  principal  amount of Lear's
8.75% Senior Notes due 2016.

Item 7. Material to be Filed as Exhibits

     1.   Letter of Resignation from Vincent Intrieri, dated November 3, 2008.

     2.   Letter  from  Carl C.  Icahn  to  Board of  Directors  of Lear,  dated
          November 3, 2008.





                                    SIGNATURE

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

Dated: November 3, 2008

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

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

HOPPER INVESTMENTS LLC
         By: Barberry Corp., sole member

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

KOALA HOLDING LIMITED PARTNERSHIP
         By: Koala Holding GP Corp., general partner

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

KOALA HOLDING GP CORP.

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

BARBERRY CORP.

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

ICAHN PARTNERS MASTER FUND LP

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





ICAHN PARTNERS MASTER FUND II LP

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

ICAHN PARTNERS MASTER FUND III LP

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

ICAHN OFFSHORE LP

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

ICAHN PARTNERS LP

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

ICAHN ONSHORE LP

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

ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings LP, its sole member
By: Icahn Enterprises GP, Inc., general partner

         By:  /s/ Dominick Ragone
              -------------------
              Name: Dominick Ragone
              Title: Chief Financial Officer

IPH GP LLC
By: Icahn Enterprises Holdings LP, its sole member
By: Icahn Enterprises GP, Inc., general partner

         By:  /s/ Dominick Ragone
              -------------------
              Name: Dominick Ragone
              Title: Chief Financial Officer





AREP CAR HOLDINGS CORP.

         By:  /s/ Dominick Ragone
              -------------------
              Name: Dominick Ragone
              Title: Chief Financial Officer

ICAHN ENTERPRISES HOLDINGS LP
By: Icahn Enterprises GP, Inc., general partner

         By:  /s/ Dominick Ragone
              -------------------
              Name: Dominick Ragone
              Title: Chief Financial Officer

ICAHN ENTERPRISES GP, INC.

         By:  /s/ Dominick Ragone
              -------------------
              Name: Dominick Ragone
              Title: Chief Financial Officer

BECKTON CORP.

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


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




          [Signature Page of Amendment #8 to Schedule 13D - Lear Corp.]





                                                                       Exhibit 1


                               VINCENT J. INTRIERI


                                November 3, 2008


Robert E. Rossiter
Chairman of the
Board of Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033

         Re:      Resignation as Director

Dear Bob:

     I hereby resign as director of Lear Corporation,  effective immediately. My
resignation  is not due to any  disagreement  with  the  Company  on any  matter
relating to the Company's operations, policies, practices, or otherwise.

     We have a great  deal of  confidence  in the  current  management  team and
believe  they have done,  and will  continue  to do, the right  things to create
value for shareholders.  We regret that the merger transaction that was proposed
last year was not approved by shareholders, as we believe that the Company would
have benefitted tremendously from being a private enterprise.  Nevertheless,  we
believe  that the  Company  is well  positioned  to weather  the tough  economic
environment ahead.

     Our funds are in the process of reducing their  positions in the Company in
order to realize  capital  losses  prior to the end of the year.  These  capital
losses will offset certain capital gains realized by the funds.

     I wish the Company much success in its future endeavors.

                                                     Very truly yours,


                                                     Vincent J. Intrieri


cc:  Terrence B. Larkin
     Members of the Board





                                                                       Exhibit 2


                                  CARL C. ICAHN


                                November 3, 2008


Board of Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033

Gentlemen:

     As you  probably  are aware,  I have been known to  criticize  many  senior
executives for doing subpar jobs in corporations.  However, this is far from the
case  with  Bob  Rossiter  and Dan  Ninivaggi,  who I have  met on a  number  of
occasions  during the past year.  I have built a great  respect for both of them
and find them to be extremely competent executives.  I also have a great respect
for the other senior  executives at Lear that I have had occasion to meet during
the past year.  I hope to keep up my  relationship  with both Bob and Dan in the
coming months.

                                                     Thank you,


                                                     Carl C. Icahn


cc:     Terrence B. Larkin
        Robert E. Rossiter