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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                                Lear Corporation
                                (Name of Issuer)

                          Common Stock, Par Value $.01
                         (Title of Class of Securities)

                                    521865105
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                 General Counsel
                  Icahn Associates Corp. & affiliated companies
                          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)

                                February 2, 2007
             (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

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"), 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 4. Purpose of Transaction

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

     American Real Estate Partners,  L.P. ("AREP"),  an entity controlled by Mr.
Icahn, made an acquisition  proposal to Lear Corporation Friday evening February
2, 2007,  which  calls for a merger of Lear with a newly  formed  subsidiary  of
AREP,  pursuant  to which  stockholders  of Lear would  receive $36 per share in
cash. During the weekend, representatives of AREP discussed the transaction with
Issuer's key senior executives, including Chairman and CEO, Robert Rossiter, who
indicated to AREP that if the deal were  consummated  they would remain with the
Issuer.  Throughout  the weekend,  AREP and Lear  discussed the proposal and are
attempting  to  come  to an  agreement  on the  terms  and  conditions  and  the
definitive documents embodying them. There is no assurance that the parties will
finally agree to terms or that any transaction will ultimately result.



                                    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: February 5, 2007


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 Mattner
       Title:  Authorized Signatory


KOALA HOLDING LLC

  By:  /s/ Edward E. Mattner
       ---------------------
       Name:   Edward 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 OFFSHORE LP

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




CCI OFFSHORE CORP.

  By:  /s/ Keith Meister
       -----------------
       Name:   Keith Meister
       Title:  Vice President


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


CCI ONSHORE CORP.

By:  /s/ Keith Meister
     -----------------
     Name:   Keith Meister
     Title:  Vice President



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




        [Signature Page of Amendment No. 2 to Schedule 13D - Lear Corp.]