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                                                                   Exhibit 10.3



                      AMENDMENT TO STOCK OPTION AGREEMENT


                 AMENDMENT TO STOCK OPTION AGREEMENT, dated as of March 2, 1995
(this "Amendment"), between Lear Seating Corporation, a Delaware corporation
(the "Company"), and the party whose name appears on the signature page hereof,
an employee of the Company (the "Employee").

                 WHEREAS, the Company and the Employee are parties to that
certain Stock Option Agreement dated as of September 29, 1988 (the "Stock
Option Agreement"), pursuant to which the Employee was granted options
("Options") to purchase 99,000 shares of Common Stock, $.01 par value per
share, of the Company;

                 WHEREAS, the Company and the Employee desire to amend the
Stock Option Agreement on the terms and subject to the conditions set forth
herein.

                 NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged the
parties hereto agree as follows:

                 SECTION 1.  Amendment to Section 9.  Section 9 of the Stock
Option Agreement shall be amended to add the following sentence to the end
thereof:

                 "Notwithstanding the foregoing, the Employee may grant to the
                 Company a security interest in the Option or in any portion
                 thereof to secure the Employee's obligations under that
                 certain Amended and Restated Secured Promissory Note dated
                 March 2, 1995 (the "Amended and Restated Note")."

                 SECTION 2.  Performance by the Company of the Employee's
Rights.  The Option Agreement is amended to add a new Section 16 thereto, to
read as follows:

                          "16.  Notwithstanding anything to the contrary
                 contained in this Agreement, upon the occurrence and during
                 the continuation of an event of default under the Amended and
                 Restated Note, the Company may, to the extent expressly
                 authorized under the Amended and Restated Note, exercise all
                 rights of the Employee with respect to the Option or any
                 portion thereof, including the right to exercise the Option in
                 accordance with the





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                 terms of this Agreement.  In such event, the Company shall be
                 subject to the same limitations and restrictions as apply to
                 the Employee hereunder."

                 SECTION 3.  Effectiveness; Miscellaneous.  (a)  This Amendment
shall become effective as of the date first set forth above.

                          (b)     This Amendment constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.

                          (c)     Section headings used herein are for
convenience of reference only and are not to affect the construction of, or to
be taken into consideration in interpreting, this Amendment.

                          (d)     Each reference to a party hereto shall be
deemed to include its successors and assigns, all of whom shall be bound by
this Amendment and to whose benefit the provisions of this Amendment shall
inure.

                          (e)     This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which, when
taken together, shall constitute but one instrument.

                          (f)     Except as specifically amended or modified
hereby, the Option Agreement shall continue in full force and effect in
accordance with the provisions thereof.  As used therein, the terms
"Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words
of similar import shall, unless the context otherwise requires, refer to the
Agreement as amended hereby.

                 IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be signed individually or by its duly authorized officer, as the
case may be, as of the day and year first above written.

                                        LEAR SEATING CORPORATION


                                        By: /s/ Joseph F. McCarthy
                                            ----------------------------
                                        Name:  Joseph F. McCarthy
                                        Title: Vice President, Secretary and
                                               General Counsel


                                         /s/ Robert E. Rossiter
                                        --------------------------------
                                        Robert E. Rossiter