Lehman Brothers Holdings Inc.
                      3 World Financial Center, 24th Floor
                               New York, NY 10285


                                                  OFFICE OF THE GENERAL COUNSEL


                                                  August 9, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

       Attn:  Document Control--EDGAR

       Re:  SCHEDULE 13G AMENDMENT NO. 2


Dear Commissioner:

         On behalf of Lehman Brothers  Holdings Inc.,  Lehman  Brothers  Capital
Partners II L.P., Lehman Brothers  Merchant Banking Portfolio  Partnership L.P.,
Lehman  Brothers  Offshore  Investment  Partnership  L.P.  and  Lehman  Brothers
Offshore  Partnership -- Japan L.P.,  (the  "Reporting  Persons"),  submitted in
electronic form for filing,  is an Amendment No. 2 to a Schedule 13G relating to
the Reporting Person's ownership of Common Stock of Lear Seating Corporation

         If you have any questions  regarding  this filing,  please  contact the
undersigned at (212) 526-1911.


                                                       Very truly yours,

                                                       /s/ Karen C. Manson
                                                      -----------------
                                                      Karen C. Manson
                                                      Vice President
                                                      Secretary


Enclosure

cc:      Lear Seating Corporation
         New York Stock Exchange