<PAGE>
         As filed with the Securities and Exchange Commission on March ___, 2003
                                               Registration No. 333-
                                                                    ------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)

<Table>
<S>                   <C>                                           <C>
                      LILLY CORPORATE CENTER
INDIANA               INDIANAPOLIS, INDIANA 46285                   35-0470950
-------               ---------------------------                   ----------
(State or other       (Address of Principal Executive Offices)      (I.R.S. Employer
jurisdiction of       (Zip Code)                                    Identification No.)
incorporation or
organization)
</Table>

      2002 LILLY STOCK PLAN, 1998 LILLY STOCK PLAN, 1994 LILLY STOCK PLAN,
                             1989 LILLY STOCK PLAN

                            (Full Title of the Plan)

          Robert A. Armitage, Senior Vice President and General Counsel
                              Eli Lilly and Company
                             Lilly Corporate Center
                           Indianapolis, Indiana 46285

                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-276-2000

                                   ----------


<Table>
<Caption>

                                         CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------
                                                   Proposed maximum       Proposed maximum
 Title of securities         Amount to be         offering price per     aggregate offering        Amount of
   to be registered           registered             share (1)              price (1)           registration fee
----------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                    <C>                     <C>

     Common Stock            80,000,000               $57.385             $4,590,800,000          $371,395.72
                               shares

----------------------------------------------------------------------------------------------------------------
</Table>


(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of Registrant's Common Stock in the consolidated reporting
system on March 24, 2003.

There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 2002
Lilly Stock Plan.

Pursuant to Rule 429, this Registration Statement also refers to Registration
Statements No. 33-56141, 33-29482, 333-62015, and 333-66113.



<PAGE>
                                     PART I

Item 1. PLAN INFORMATION

Not included pursuant to Form S-8 instructions.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated in this Registration Statement by
reference:

o        The Annual Report of Eli Lilly and Company (the "Company" or
         "Registrant") on Form 10-K for the fiscal year ended December 31, 2002;

o        The Company's Reports on Form 8-K filed March 12, 2003 and March 17,
         2003; and

o        The description of the Company's common stock contained in the
         Company's Registration Statement under the Securities Exchange Act of
         1934 with respect to that stock filed with the Securities and Exchange
         Commission, including any amendments or reports filed for the purpose
         of updating that description.

All documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

James B. Lootens, Assistant Secretary and Assistant General Counsel of the
Company, has provided an opinion as to the legality of the securities offered
hereby. Mr. Lootens beneficially owns 12,727 shares of common stock of the
Company and holds options to purchase an additional 43,050 shares of such stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

To the fullest extent permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors,
officers, and employees of the Company against any and all liability and expense
actually and reasonably incurred by them, arising out of any claim or action,
civil, criminal, administrative or investigative, in which they may become
involved by reason of being or having been a director, officer, or employee. To
be entitled to indemnification, (a) those persons must have been wholly
successful in the claim or action on the merits or otherwise or (b) the Board of
Directors, independent legal counsel, or the shareholders must have determined
that such persons acted


<PAGE>

in good faith in what they reasonably believed to be in the best interests of
the Company (or in the case of conduct not in the individual's official capacity
with the Company, at least not opposed to its best interests) and, in addition,
in any criminal action, had no reasonable cause to believe that their conduct
was unlawful or had reasonable cause to believe their conduct was lawful.

Officers and directors of the Company are insured, subject to certain exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS

              Exhibit
              Number       Description

              5            Opinion of James B. Lootens, Assistant Secretary and
                           Assistant General Counsel of the Company, including
                           his consent

              23           Consent of Ernst & Young LLP, Independent Auditors

Item 9. UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.


<PAGE>

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to section 13(a) or section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on March 26, 2003.


                            ELI LILLY AND COMPANY



                            By  /s/ Sidney Taurel
                                ------------------------------------------------
                                Sidney Taurel, Chairman of the Board,
                                President, and Chief Executive Officer



<PAGE>


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 26, 2003, by the following persons in the
capacities indicated.

<Table>
<Caption>
               SIGNATURE                                              TITLE

<S>                                                  <C>
 /s/ Sidney Taurel                                   Chairman of the Board, President, Chief Executive
-------------------------------------------------    Officer, and a Director (principal executive officer)
(Sidney Taurel)

 /s/ Charles E. Golden                               Executive Vice President, Chief Financial Officer
-------------------------------------------------    and a Director (principal financial officer)
(Charles E. Golden)

 /s/ Arnold C. Hanish                                Chief Accounting Officer (principal accounting
-------------------------------------------------    officer)
(Arnold C. Hanish)


 /s/ Steven C. Beering                               Director
-------------------------------------------------
(Steven C. Beering, M.D.)


 /s/ Winfried F. W. Bischoff                         Director
-------------------------------------------------
(Sir Winfried F. W. Bischoff)


 /s/ Martin S. Feldstein                             Director
-------------------------------------------------
(Martin S. Feldstein, Ph.D.)


 /s/ George M. C. Fisher                             Director
-------------------------------------------------
(George M. C. Fisher)


 /s/ Alfred G. Gilman                                Director
-------------------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)


 /s/ Karen N. Horn                                   Director
-------------------------------------------------
(Karen N. Horn, Ph.D.)


 /s/ Ellen R. Marram                                 Director
-------------------------------------------------
(Ellen R. Marram)


 /s/ Franklyn G. Prendergast                         Director
-------------------------------------------------
(Franklyn G. Prendergast, M.D., Ph.D.)


 /s/ Kathi P. Seifert                                Director
-------------------------------------------------
(Kathi P. Seifert)


 /s/ August M. Watanabe                              Director
-------------------------------------------------
(August M. Watanabe, M.D.)
</Table>


<PAGE>




                                INDEX TO EXHIBITS



The following documents are filed as part of this Registration Statement:

<Table>
<Caption>

EXHIBIT
<S>        <C>

5          Opinion of James B. Lootens, Assistant Secretary and Assistant
           General Counsel of the Company, including his consent

23         Consent of Ernst & Young LLP, Independent Auditors
</Table>
[{"type": "S-8", "sequence": "1", "filename": "c75713sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16281}]
{"company-data": {"conformed-name": "LILLY ELI & CO", "cik": "0000059478", "assigned-sic": "2834", "irs-number": "350470950", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104057", "film-number": "03620158"}, "business-address": {"street1": "LILLY CORPORATE CTR", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285", "phone": "3172762000"}, "mail-address": {"street1": "LILLY CORPORATE CENTER", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285"}}
As filed with the Securities and Exchange Commission on March ___, 2003
                                               Registration No. 333-
                                                                    ------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)
LILLY CORPORATE CENTER
INDIANA               INDIANAPOLIS, INDIANA 46285                   35-0470950
-------               ---------------------------                   ----------
(State or other       (Address of Principal Executive Offices)      (I.R.S. Employer
jurisdiction of       (Zip Code)                                    Identification No.)
incorporation or
organization)
2002 LILLY STOCK PLAN, 1998 LILLY STOCK PLAN, 1994 LILLY STOCK PLAN,
                             1989 LILLY STOCK PLAN

                            (Full Title of the Plan)

          Robert A. Armitage, Senior Vice President and General Counsel
                              Eli Lilly and Company
                             Lilly Corporate Center
                           Indianapolis, Indiana 46285

                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-276-2000

                                   ----------
CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------
                                                   Proposed maximum       Proposed maximum
 Title of securities         Amount to be         offering price per     aggregate offering        Amount of
   to be registered           registered             share (1)              price (1)           registration fee
----------------------------------------------------------------------------------------------------------------
Common Stock            80,000,000               $57.385             $4,590,800,000          $371,395.72
                               shares

----------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of Registrant's Common Stock in the consolidated reporting
system on March 24, 2003.

There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the 2002
Lilly Stock Plan.

Pursuant to Rule 429, this Registration Statement also refers to Registration
Statements No. 33-56141, 33-29482, 333-62015, and 333-66113.
PART I

Item 1. PLAN INFORMATION

Not included pursuant to Form S-8 instructions.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated in this Registration Statement by
reference:

o        The Annual Report of Eli Lilly and Company (the "Company" or
         "Registrant") on Form 10-K for the fiscal year ended December 31, 2002;

o        The Company's Reports on Form 8-K filed March 12, 2003 and March 17,
         2003; and

o        The description of the Company's common stock contained in the
         Company's Registration Statement under the Securities Exchange Act of
         1934 with respect to that stock filed with the Securities and Exchange
         Commission, including any amendments or reports filed for the purpose
         of updating that description.

All documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

James B. Lootens, Assistant Secretary and Assistant General Counsel of the
Company, has provided an opinion as to the legality of the securities offered
hereby. Mr. Lootens beneficially owns 12,727 shares of common stock of the
Company and holds options to purchase an additional 43,050 shares of such stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

To the fullest extent permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors,
officers, and employees of the Company against any and all liability and expense
actually and reasonably incurred by them, arising out of any claim or action,
civil, criminal, administrative or investigative, in which they may become
involved by reason of being or having been a director, officer, or employee. To
be entitled to indemnification, (a) those persons must have been wholly
successful in the claim or action on the merits or otherwise or (b) the Board of
Directors, independent legal counsel, or the shareholders must have determined
that such persons acted
in good faith in what they reasonably believed to be in the best interests of
the Company (or in the case of conduct not in the individual's official capacity
with the Company, at least not opposed to its best interests) and, in addition,
in any criminal action, had no reasonable cause to believe that their conduct
was unlawful or had reasonable cause to believe their conduct was lawful.

Officers and directors of the Company are insured, subject to certain exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS

              Exhibit
              Number       Description

              5            Opinion of James B. Lootens, Assistant Secretary and
                           Assistant General Counsel of the Company, including
                           his consent

              23           Consent of Ernst & Young LLP, Independent Auditors

Item 9. UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represents a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to section 13(a) or section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on March 26, 2003.

                            ELI LILLY AND COMPANY

                            By  /s/ Sidney Taurel
                                ------------------------------------------------
                                Sidney Taurel, Chairman of the Board,
                                President, and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 26, 2003, by the following persons in the
capacities indicated.
SIGNATURE                                              TITLE
/s/ Sidney Taurel                                   Chairman of the Board, President, Chief Executive
-------------------------------------------------    Officer, and a Director (principal executive officer)
(Sidney Taurel)

 /s/ Charles E. Golden                               Executive Vice President, Chief Financial Officer
-------------------------------------------------    and a Director (principal financial officer)
(Charles E. Golden)

 /s/ Arnold C. Hanish                                Chief Accounting Officer (principal accounting
-------------------------------------------------    officer)
(Arnold C. Hanish)

 /s/ Steven C. Beering                               Director
-------------------------------------------------
(Steven C. Beering, M.D.)

 /s/ Winfried F. W. Bischoff                         Director
-------------------------------------------------
(Sir Winfried F. W. Bischoff)

 /s/ Martin S. Feldstein                             Director
-------------------------------------------------
(Martin S. Feldstein, Ph.D.)

 /s/ George M. C. Fisher                             Director
-------------------------------------------------
(George M. C. Fisher)

 /s/ Alfred G. Gilman                                Director
-------------------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)

 /s/ Karen N. Horn                                   Director
-------------------------------------------------
(Karen N. Horn, Ph.D.)

 /s/ Ellen R. Marram                                 Director
-------------------------------------------------
(Ellen R. Marram)

 /s/ Franklyn G. Prendergast                         Director
-------------------------------------------------
(Franklyn G. Prendergast, M.D., Ph.D.)

 /s/ Kathi P. Seifert                                Director
-------------------------------------------------
(Kathi P. Seifert)

 /s/ August M. Watanabe                              Director
-------------------------------------------------
(August M. Watanabe, M.D.)
INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:
EXHIBIT
5          Opinion of James B. Lootens, Assistant Secretary and Assistant
           General Counsel of the Company, including his consent

23         Consent of Ernst & Young LLP, Independent Auditors