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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 7)*

                                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)

                                  July 31, 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
                                (Amendment No. 7)

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 2. Identity and Background

     Item 2 of the Initial 13D is hereby amended by adding the following:

     As a result of internal  restructurings:  (i) CCI  Offshore  Corp.  and CCI
Onshore  Corp.  are no longer  Reporting  persons;  and (ii) in  addition to the
Reporting  Persons  identified  in  Item 2 of the  Initial  13D,  the  following
additional  parties  shall be deemed to be  Reporting  Persons - Icahn  Partners
Master Fund II LP, a Cayman Islands exempted limited  partnership ("Icahn Master
II"),  Icahn  Partners  Master Fund III LP, a Cayman  Islands  exempted  limited
partnership   ("Icahn  Master  III"),  Icahn  Capital  LP,  a  Delaware  limited
partnership  ("Icahn  Capital"),  and IPH GP LLC, a Delaware  limited  liability
company ("IPH"). In addition,  the names of certain Reporting Persons identified
in Item 2 of the Initial 13D have been changed as follows:  the name of American
Real Estate Holdings Limited  Partnership has been changed to Icahn  Enterprises
Holdings LP ("Icahn  Enterprises  Holdings");  and the name of American Property
Investors,  Inc.  has  been  changed  to Icahn  Enterprises  G.P.  Inc.  ("Icahn
Enterprises GP").

     The  principal  business  address of each of (i) Icahn  Capital  and IPH is
White Plains Plaza,  445 Hamilton Avenue - Suite 1210,  White Plains,  NY 10601,
and (ii) Icahn Master II and Icahn  Master III is c/o Walkers SPV Limited,  P.O.
Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands.

     Icahn Offshore is the general  partner of each of Icahn Master II and Icahn
Master III.  Icahn Capital is the general  partner of each of Icahn Offshore and
Icahn Onshore.  Icahn  Enterprises  Holdings is the sole member of IPH, which is
the general partner of Icahn Capital.  Beckton is the sole  stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position
indirectly to determine the investment and voting  decisions made by each of the
additional Reporting Persons.

     Each of Icahn Master II and Icahn  Master III is  primarily  engaged in the
business of investing in securities.  Icahn Capital is primarily  engaged in the
business of serving as the general  partner of each of Icahn  Offshore and Icahn
Onshore.  IPH is  primarily  engaged in the  business  of serving as the general
partner of Icahn Capital.

     The name,  citizenship,  present  principal  occupation or  employment  and
business  address of each  director  and  executive  officer  of the  additional
Reporting Persons are set forth in Schedule A attached hereto.

     None of the  additional  Reporting  Persons,  nor any manager or  executive
officer of the additional  Reporting  Persons,  has, during the past five years,
(a) been convicted in a criminal  proceeding  (excluding  traffic  violations or
similar  misdemeanors),  or (b) been a party to a civil proceeding of a judicial
or  administrative  body  of  competent  jurisdiction  and as a  result  of such
proceeding  was or is subject to a  judgment,  decree or final  order  enjoining
future  violations  of, or  prohibiting,  or  mandating  activities  subject to,
Federal or State  securities  laws or a finding of any violation with respect to
such laws.

Item 4. Purpose of Transaction

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

     The  Reporting  Persons  may,  from time to time and at any  time,  acquire
additional Shares,  Notes (as defined in Item 6 below) and/or other equity, debt
or other securities of Lear  (collectively,  "Securities") in the open market or
otherwise and reserve the right to dispose of any or all of their  Securities in
the open market or otherwise,  at any time and from time to time,  and to engage
in any hedging or similar transactions with respect to the Securities.

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:

     On July 16 and July 22,  2008,  the  Reporting  Persons  acquired,  in open
market  purchases,  $13,750,000  in aggregate  principal  amount of Lear's 8.50%
Senior Notes due 2013 (the "Notes").

     On July 31, 2008, all of the cash-settled equity swap agreements previously
described in this Item 6 expired in  accordance  with their terms.  As a result,
the  Reporting  Persons no longer have economic  exposure to any Shares  through
such agreements.





                                    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: August 1, 2008

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

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

HOPPER INVESTMENTS LLC
         By: Barberry Corp., sole member

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

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

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

KOALA HOLDING GP CORP.

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

BARBERRY CORP.

         By:  /s/ Edward E. Mattner
              ---------------------
              Name: Edward E. 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/ Andrew Skobe
              ----------------
              Name: Andrew Skobe
              Title: Chief Financial Officer

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

         By:  /s/ Andrew Skobe
              ----------------
              Name: Andrew Skobe
              Title: Chief Financial Officer





AREP CAR HOLDINGS CORP.

         By:  /s/ Andrew Skobe
              ----------------
              Name: Andrew Skobe
              Title: Chief Financial Officer

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

         By:  /s/ Andrew Skobe
              ----------------
              Name: Andrew Skobe
              Title: Chief Financial Officer

ICAHN ENTERPRISES GP, INC.

         By:  /s/ Andrew Skobe
              ----------------
              Name: Andrew Skobe
              Title: Chief Financial Officer

BECKTON CORP.

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

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







          [Signature Page of Amendment #7 to Schedule 13D - Lear Corp.]





                                   SCHEDULE A

        DIRECTORS AND EXECUTIVE OFFICERS OF ADDITIONAL REPORTING PERSONS

The following sets forth the name,  position,  and principal  occupation of each
director and executive officer of each of the additional Reporting Persons. Each
such person is a citizen of the United  States of America.  Except as  otherwise
indicated,  the  business  address  of each  director  and  officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge,  except as set forth in this statement
on Schedule 13D,  none of the  directors or executive  officers of the Reporting
Persons own any Shares.


ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name                                Position
----                                --------
Icahn Offshore LP                   General Partner
Carl Icahn                          Chief Executive Officer
Keith A. Meister                    Managing Director
Vincent J. Intrieri                 Managing Director
Irene March                         Chief Financial Officer
Edward E. Mattner                   Authorized Signatory
Gail Golden                         Authorized Signatory
Dana Witkin                         Director of Investor Relations
Keith Cozza                         Chief Compliance Officer
Anthony Canova                      Controller


ICAHN CAPITAL LP
Name                                Position
----                                --------
IPH GP LLC                          General Partner


IPH GP LLC
Name                                Position
----                                --------
Icahn Enterprises Holdings L.P.     Sole Member