Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
OFFICE OF THE GENERAL COUNSEL
August 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Document Control--EDGAR
Re: SCHEDULE 13G AMENDMENT NO. 2
Dear Commissioner:
On behalf of Lehman Brothers Holdings Inc., Lehman Brothers Capital
Partners II L.P., Lehman Brothers Merchant Banking Portfolio Partnership L.P.,
Lehman Brothers Offshore Investment Partnership L.P. and Lehman Brothers
Offshore Partnership -- Japan L.P., (the "Reporting Persons"), submitted in
electronic form for filing, is an Amendment No. 2 to a Schedule 13G relating to
the Reporting Person's ownership of Common Stock of Lear Seating Corporation
If you have any questions regarding this filing, please contact the
undersigned at (212) 526-1911.
Very truly yours,
/s/ Karen C. Manson
-----------------
Karen C. Manson
Vice President
Secretary
Enclosure
cc: Lear Seating Corporation
New York Stock Exchange