SEC Filing | Lear Corporation

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

1. Name and Address of Reporting Person^*

WALLACE HENRY D G

(Last)

(First)

(Middle)

15543 MONTEROSSO LANE

UNIT 201

(Street)

NAPLES

34110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAR CORP /DE/ [ LEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2005 Restricted Units	⁽¹⁾	02/10/2005		A		1,691.7293		⁽²⁾	⁽²⁾	Common Stock	1,691.7293	$53.2	1,691.7293	D

Explanation of Responses:

1. Each restricted unit is equal in value to one share of Lear Corporation common stock.

2. The 2005 Restricted Units were granted 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.

Remarks:

	/s/ Karen Rosbury, as attorney-in-fact	02/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 POWER OF ATTORNEY

	Know all by these presents, that the undersigned's
hereby makes, constitutes and appoints each of Daniel A. Ninivaggi, Daniel
G. Gordon, Laurie M. Harlow, Karen Rosbury, John L. MacCarthy, Elizabeth A.
Nemeth, Erik B. Lundgren, Maria C. Guiao and Mary Mooney signing singly,
the undersigned's true and lawful attorney-in-fact to:

(1)	execute for
and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of Lear Corporation (the "Company"), (i) Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, and (ii) Forms 144 in
accordance with the Securities Act of 1933, as amended, and the rules
thereunder; and

(2)	do and perform any and all for and on behalf of
the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, 5 or Form 144 and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virture
of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Comapny assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144
of the Securities Act of 1933.

	This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Forms 3, 4, 5 and Form 144 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 10th day of February,
2005.


									   __________/S/_______________________

Signature

Henry D.G.Wallace