FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WALLMAN RICHARD F   2. Issuer Name and Ticker or Trading Symbol LEAR CORP [LEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21557 TELEGRAPH ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2009 (Street) SOUTHFIELD, MI 48033 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/31/2009   M(1)   1,067.4257 A (1) 2,567.4257 D   Common Stock 01/31/2009   D   1,067.4257 D $ 1.005 1,500 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2009 Restricted Units	(2)	01/31/2009		A		89,552.2388		(3)	(3)	Common Stock	89,552.2388	$ 0	89,552.2388	D
2008 Restricted Units	(2)	01/31/2009		M(1)			1,067.4257	(4)	(4)	Common Stock	1,067.4257	$ 0	2,134.8514	D
2007 Restricted Units	(2)	01/31/2009		M(5)			886.7869	(6)	(6)	Common Stock	886.7869	$ 0	886.7869	D
2006 Restricted Units	(2)	01/31/2009		M(5)			1,177.394	(7)	(7)	Common Stock	1,177.394	$ 0	0	D
Deferred Stock Units	(8)	01/31/2009		M(8)		2,064.1809		(9)	(9)	Common Stock	2,064.1809	$ 1.005	5,305.7559	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WALLMAN RICHARD F 21557 TELEGRAPH ROAD SOUTHFIELD, MI 48033	X

Signatures

/s/ Karen Rosbury as attorney-in-fact		02/03/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The first tranche of the 2008 Restricted Units vested and settled for cash.
(2)	Each restricted unit is equal in value to one share of Lear Corporation common stock.
(3)	The 2009 Restricted Units were granted on January 31, 2009 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date.
(4)	The 2008 Restricted Units were granted on January 31, 2008 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date.
(5)	Pursuant to deferral elections, Mr. Wallman's deferred stock unit account is credited at the time of vesting of the 2006 Restricted Units and 2007 Restricted Units. The third tranche of the 2006 Restricted Units and the second tranche of the 2007 Restricted Units vested on January 31, 2009 and were converted into deferred stock units at such time.
(6)	The 2007 Restricted Units were granted on January 31, 2007 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Wallman has elected to defer 100% of amounts payable upon vesting of the 2007 Restricted Units, with 100% of such amounts credited to his deferred stock unit account on each such vesting date.
(7)	The 2006 Restricted Units were granted on January 31, 2006 under the Lear Corporation Outside Directors Plan and generally vest and settle in cash ratably over a three-year period on each of the first three anniversaries of the grant date. Mr. Wallman has elected to defer 100% of amounts payable upon vesting of the 2006 Restricted Units, with 100% of such amounts credited to his deferred stock unit account.
(8)	Each stock unit is equal in value to one share of Lear Corporation common stock
(9)	The deferred stock units were accrued under the Lear Corporation Outside Directors Compensation Plan pursuant to a deferral election (with respect to the director's cash retainer, meeting fees and/or restricted unit grants) and are generally to be paid out in cash upon the earlier of either Mr. Wallman's retirement as a director of Lear Corporation or a change in control of Lear Corporation.

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