SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


Schedule 13G

Amendment No. 3

Under the Securities Exchange Act of 1934

Lear Seating Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

521893107000
(CUSIP Number)

Check the following box if a fee is being paid with this statement.
(  )NOT APPLICABLE

The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  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.








CUSIP No.
521893107000

1)  Names of Reporting Person

        Lehman Brothers Holdings Inc.
        S.S. or I.R.S. Identification No. of Above Person
        13-3216325

2)  Check the Appropriate box if a Member of a Group

        (a)  (   ) Sole
        (b)  ( X ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        -0-

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        -0-

8)  Shared Dispositive Power
        -0-
9)  Aggregate Amount Beneficially Owned by Each Reporting     Person
        -0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain
        Shares
        (---)
11) Percent of Class Represented by Amount in Row 9
        0.00%

12)     Type of Reporting Person
        HC/CO




CUSIP No.
521893107000

1)  Names of Reporting Person

        Lehman Brothers Merchant Banking Portfolio Partnership, L.P.
        S.S. or I.R.S. Identification No. of Above Person
        13-354405

2)  Check the Appropriate box if a Member of a Group

        (a)  (   ) Sole
        (b)  ( X ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        -0-

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        -0-

8)  Shared Dispositive Power
        -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting     Person
        -0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain
        Shares
        (---)
11) Percent of Class Represented by Amount in Row 9
        0.00%

12) Type of Reporting Person
        PN




CUSIP No.
521893107000

1)  Names of Reporting Person

        Lehman Brothers Offshore Investment Partnership L.P.
        S.S. or I.R.S. Identification No. of Above Person


2)  Check the Appropriate box if a Member of a Group

        (a)  (   ) Sole
        (b)  ( X ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        -0-

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        -0-

8)  Shared Dispositive Power
        -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting
        Person
        -0-

10) Check if the Aggregate Amount in Row (9) Excludes Certain  Shares
        (---)
11) Percent of Class Represented by Amount in Row 9
        0.00%

12) Type of Reporting Person
        PN





CUSIP No.
521893107000

1)  Names of Reporting Person

        Lehman Brothers Capital Partnership II, L.P.
        S.S. or I.R.S. Identification No. of Above Person
        13-354406

2)  Check the Appropriate box if a Member of a Group

        (a)  (   ) Sole
        (b)  ( X ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        -0-

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        -0-

8)  Shared Dispositive Power
        -0-
9)  Aggregate Amount Beneficially Owned by Each Reporting
        Person
        -0-

10) Check if the Aggregate Amount in Row (9) Excludes Certain  Shares
        (---)
11) Percent of Class Represented by Amount in Row 9
        0.00%

12) Type of Reporting Person
        PN






CUSIP No.
521893107000

1)  Names of Reporting Person

        Lehman Brothers Offshore Investment Partnership -- Japan  L.P.
        S.S. or I.R.S. Identification No. of Above Person


2)  Check the Appropriate box if a Member of a Group

        (a)  (   ) Sole
        (b)  ( X ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        -0-

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        -0-

8)  Shared Dispositive Power
        -0-
9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        -0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain  Shares
        (---)
11) Percent of Class Represented by Amount in Row 9
        0.00%

12) Type of Reporting Person
        PN






Item 1(a).  Name of Issuer:  Lear Seating Corporation


Item 1(b).  Address of Issuer's Principal Executive Offices:  
            21557 Telegraph Road, Southfield, Michigan 48034

Item 2(a).  Name of Person Filing:
        (i)  Lehman Brothers Holdings Inc.
             Lehman Brothers Merchant Banking Portfolio
             Partnership, L.P.
             Lehman Brothers Capital Partners II, L.P.
        (ii) Lehman Brothers Offshore Investment Partnership L.P.
             Lehman Brothers Offshore Investment Partnership -- Japan L.P.


Item 2(b).  Address of Principal Business Office:
         (i)   3 World Financial Center
               New York, NY  10285

         (ii)  Clarendon House, Church Street
               Hamilton, Bermuda

Item 2(c).  Citizenship or Place of Organization:
 
               See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:
            Common

Item 2(e).  CUSIP Number:
            521893107000

Item 3. Information if statement is filed pursuant to Rules  
        13d-1(b) or 13d-2(b):

        Not Applicable

Item 4.  Ownership

(a) Amount Beneficially Owned as of:  June 30, 1997

        See Item 9 of cover pages

(b)     Percent of Class:

    See Item 11 of cover pages



(c) Number of shares as to which such person has:

         (i)  sole power to vote or to direct the vote
         (ii) shared power to vote or to direct the vote
         (iii)sole power to dispose or to direct the disposition
         (iv) shared power to dispose or to direct the disposition

                  See Items 5-8 of cover pages


Item      5.      Ownership of Five Percent or Less of a Class

                  This  statement  is being  filed to report that as of June 30,
1997, the Reporting  Persons ceased to be the beneficial  owners of more than 5%
of the class of securities covered by this report.


Item      6.      Ownership of More than Five Percent on Behalf of Another
                  Person

                  Not Applicable.


Item      7.      Identification and Classification of the Subsidiary
                  which Acquired the Security being reported on by the 
                  Parent Holding Company

                  The relevant subsidiaries are LB I Group Inc. and Lehman   
                  Brothers Offshore Partners Ltd. Lehman Brothers  Offshore
                  Partners Ltd. is the General Partner of Lehman Brothers
                  Offshore Investment Partnership L.P. and  Lehman  Brothers
                  Offshore Investment Partnership - Japan L.P. LB I Group is the
                  general partner of Lehman Brothers  Merchant Banking and the
                  parent of Lehman Brothers  Offshore Partners Ltd.  Lehman
                  Brothers Holdings Inc. is the General Partner of Lehman
                  Brothers Capital  Partnership II, L.P. and the indirect parent
                  of LB I Group.


Item      8.      Identification and Classification of Members of the Group

                  Not Applicable.


Item      9.      Notice of Dissolution of Group

                  Not Applicable.




Item 10.  Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.

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



Dated:  June 30, 1997


LEHMAN BROTHERS HOLDINGS INC.



By:  /s/ Karen C. Manson
       -------------------
Name:  Karen C. Manson
Title: Vice President
       Secretary

LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP, L.P.


By:  /s/ Karen C. Manson
          -------------------
Name:  Karen C. Manson
Title: Authorized Signatory


LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP -- JAPAN L.P.

By:  /s/ Karen C. Manson
          -------------------
Name:  Karen C. Manson
Title: Authorized Signatory


LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P.

By:  /s/ Karen C. Manson
          -------------------
Name:  Karen C. Manson
Title: Authorized Signatory




LEHMAN BROTHERS CAPITAL PARTNERS II, L.P.


By:  /s/ Karen C. Manson
          -------------------
Name:  Karen C. Manson
Title: Authorized Signatory