Ownership Submission
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 *
MCCURDY LARRY W
  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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (1) 01/31/2009   A   89,552.2388     (2)   (2) Common Stock 89,552.2388 $ 0 89,552.2388 D  
2008 Restricted Units (1) 01/31/2009   M(3)     1,067.4257   (4)   (4) Common Stock 1,067.4257 $ 0 2,134.8514 D  
2007 Restricted Units (1) 01/31/2009   M(3)     886.7869   (5)   (5) Common Stock 886.7869 $ 0 886.7869 D  
2006 Restricted Units (1) 01/31/2009   M(3)     1,177.394   (6)   (6) Common Stock 1,177.394 $ 0 0 D  
Deferred Stock Units (7) 01/31/2009   M(3)   3,131.6066     (8)   (8) Common Stock 3,131.6066 $ 1.005 40,525.6497 D  
Deferred Stock Units (7) 01/31/2009   A   25,621.8905     (8)   (8) Common Stock 25,621.8905 $ 1.005 66,147.5402 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCCURDY LARRY W
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) Each restricted unit is equal in value to one share of Lear Corporation common stock.
(2) 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. Mr. McCurdy has elected to defer 100% of amounts payable upon vesting of the 2009 Restricted Units, with 100% of such amounts credited to his deferred stock unit account.
(3) Pursuant to deferral elections, Mr. McCurdy's deferred stock unit account is credited at the time of vesting of the 2006 Restricted Units, 2007 Restricted Units and 2008 Restricted Units. The third tranche of the 2006 Restricted Units, the second tranche of the 2007 Restricted Units and the first tranche of the 2008 Restricted Units vested on January 31, 2009 and were converted into deferred stock units at such time.
(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. Mr. McCurdy has elected to defer 100% of amounts payable upon vesting of the 2008 Restricted Units, with 100% of such amounts credited to his deferred stock unit account on each such vesting date.
(5) 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. McCurdy 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.
(6) 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. McCurdy 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 on each such vesting date.
(7) Each stock unit is equal in value to one share of Lear Corporation common stock
(8) 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. McCurdy's retirement as a director of Lear Corporation or a change in control of Lear Corporation.

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