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 OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MALLETT CONRAD L JR (Last) (First) (Middle) 21557 TELEGRAPH ROAD (Street) SOUTHFIELD MI 48034 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/31/2006		M(1)		278.3965	A	(1)	753.3965	D
Common Stock	01/31/2006		D		278.3965	D	$25.48	475	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2006 Restricted Units	(2)	01/31/2006		A		3,532.1821		(3)	(3)	Common Stock	3,532.1821	$0.00	3,532.1821	D
2005 Restricted Units	(2)	01/31/2006		M(1)			556.7929	(4)	(4)	Common Stock	556.7929	$0.00	1,113.5857	D
Deferred Stock Units	(5)	01/31/2006		M(1)		278.3965		(6)	(6)	Common Stock	278.3965	$25.48	1,977.4122	D
Deferred Stock Units	(5)	01/31/2006		A		220.7614		(6)	(6)	Common Stock	220.7614	$25.48	2,198.1736	D

Explanation of Responses:

1. Each of the 2005 Restricted Units is the economic equivalent of one share of Lear Corporation common stock. On January 31, 2006, the first tranche of the 2005 Restricted Units vested, with one half (278.3965 units) being deferred into Mr. Mallett's stock unit account and one half (278.3965 units) being "cashed out" and deferred into an interest bearing account.

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

3. The 2006 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. Mr. Mallett has elected to defer 100% of amounts payable upon vesting of the 2006 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% of such amounts credited to his interest bearing account on each such vesting date.

4. The 2005 Restricted Units were granted on January 31, 2005 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. Mallett has elected to defer 100% of amounts payable upon vesting of the 2005 Restricted Units, with 50% of such amounts credited to his deferred stock unit account and 50% credited to an interest bearing account.

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

6. 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 and/or restricted unit grants) and are generally to be paid out in cash upon the earlier of either Mr. Mallett's retirement as a director of Lear Corporation or a change in control of Lear Corporation.

Remarks:

	/s/ Karen Rosbury, as attorney-in-fact	02/02/2006
	** 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).
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