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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                                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)

                                  July 9, 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
                                (Amendment No. 4)

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"or "Lear"), 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:

     On  July  9,  2007,  AREP  Car  Holdings  Corp.  ("Parent")  and  AREP  Car
Acquisition  Corp.  ("Merger  Sub"),  indirect  subsidiaries  of AREP,  and Lear
Corporation  ("Lear"),  entered into  Amendment No. 1 (the  "Amendment")  to the
Agreement  and Plan of Merger,  dated as of February 9, 2007, by and among Lear,
Parent  and  Merger  Sub (the  "Merger  Agreement"),  which  amends  the  Merger
Agreement to, among other things,  increase the merger consideration  payable to
Lear  stockholders  from  $36.00 per share to $37.25  per  share.  A copy of the
Amendment is filed herewith as Exhibit 1 and incorporated herein by reference.

     The Amendment also provides that if the requisite  stockholder vote for the
merger  is not  obtained  on or prior  to July  16,  2007,  subject  to  certain
exceptions,  Lear will (1) pay Parent  $12,500,000,  (2) issue to Parent 335,570
Shares,  and (3) increase from 24% to 27% the share ownership  limitation  under
the waiver of Section 203 of the  Delaware  General  Corporation  Law granted by
Lear to certain of the  Reporting  Persons in October  2006  (collectively,  the
"Termination Consideration").

     The Amendment  further provides that if the requisite  stockholder vote for
the merger shall not have been  obtained  prior to 5:00 p.m.,  Eastern  Time, on
July 16, 2007, the Merger Agreement shall automatically  terminate.  Further, if
there is an  injunction  relating  to the  merger,  the Merger  Agreement  shall
automatically terminate upon the earlier of (i) twenty-four (24) hours after the
issuance of the  injunction or (ii)  immediately  prior to the  commencement  of
Lear's annual meeting.  In either of the foregoing  termination  events,  Parent
shall be entitled to receive the Termination  Consideration  upon termination of
the Merger  Agreement and shall also continue to be entitled to all of its other
rights  which  by  their  terms  survive  termination  of the  Merger  Agreement
(including,  but not limited to, its right to receive a fee if Lear  consummates
an alternative acquisition transaction within 12 months after such termination).

     In connection with the execution of the Amendment, Parent also entered into
a  Registration  Rights  Agreement  with Lear pursuant to which Lear has agreed,
within  thirty days after the  issuance of any Shares to Parent  pursuant to the
Amendment,  to (1)  prepare  and  file a  "shelf"  registration  statement  (the
"Registration Statement"), with the SEC, covering the resale of such Shares, (2)
use its  best  efforts  to  cause  the  Registration  Statement  to be  declared
effective  upon filing or as promptly as possible  thereafter  (but no less than
one  hundred  twenty  days  after  the date of  issuance),  and (3) use its best
efforts to keep the  Registration  Statement  continuously  effective  under the
Securities Act, for so long as Parent is unable to freely transfer the Shares. A
copy of the  Registration  Rights  Agreement is filed  herewith as Exhibit 2 and
incorporated herein by reference.

     On July 9, 2007,  AREP issued a press release  announcing  the execution of
the  Amendment.  A copy of the Press Release is filed  herewith as Exhibit 3 and
incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

     Item 7 is hereby amended by adding the following:

     1.   Amendment  No. 1, dated as of July 9, 2007,  to the Agreement and Plan
          of  Merger,  dated as of  February  9,  2007,  by and  among  AREP Car
          Holdings  Corp.,  AREP Car  Acquisition  Corp.  and  Lear  Corporation
          (incorporated  by reference to Exhibit 2.1 to Lear's Current Report on
          Form 8-K (SEC File No. 1-11311), filed on July 9, 2007).

     2.   Registration Rights Agreement,  dated as of July 9, 2007, by and among
          AREP  Car  Holdings  Corp.  and  Lear  Corporation   (incorporated  by
          reference  to Exhibit 10.2 to Lear's  Current  Report on Form 8-K (SEC
          File No. 1-11311), filed on July 9, 2007).

     3.   Press Release dated July 9, 2007 (incorporated by reference to Exhibit
          99.1 to AREP's Current Report on Form 8-K (SEC File No. 1-9516), filed
          on July 9, 2007).






                                    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: July 9, 2007

HIGH RIVER LIMITED PARTNERSHIP
  By:  Hopper Investments LLC, general partner
    By:  Barberry Corp., sole member

        By:  /s/ Keith Cozza
             ---------------
             Name: Keith Cozza
             Title: Secretary and Treasurer

HOPPER INVESTMENTS LLC
  By:  Barberry Corp., sole member

    By:  /s/ Keith Cozza
         ----------------
         Name: Keith Cozza
         Title: Secretary and Treasurer

KOALA HOLDING LLC

  By:  /s/ Keith Cozza
       ---------------
       Name: Keith Cozza
       Title: Authorized Signatory

BARBERRY CORP.

  By:  /s/ Keith Cozza
       ---------------
       Name: Keith Cozza
       Title: Secretary and Treasurer

ICAHN PARTNERS MASTER FUND LP

  By:  /s/ Keith A. Meister
       --------------------
       Name: Keith A. Meister
       Title: Executive Vice President

ICAHN OFFSHORE LP

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








CCI OFFSHORE CORP.

  By:  /s/ Keith A. Meister
       --------------------
       Name: Keith Meister
       Title: President

ICAHN PARTNERS LP

  By:  /s/ Keith A. Meister
       --------------------
       Name: Keith Meister
       Title: Executive Vice President

ICAHN ONSHORE LP

  By:  /s/ Keith A. Meister
       --------------------
       Name: Keith A. Meister
       Title: Executive Vice President

CCI ONSHORE CORP.

  By:  /s/ Keith A. Meister
       --------------------
       Name: Keith A. Meister
       Title: President and Secretary






















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



































        [Signature Page of Amendment No. 4 to Schedule 13D - Lear Corp.]