<HTML>
<HEAD>
 <TITLE>FORM S-8</TITLE>
</HEAD>
<BODY BGCOLOR="#FFFFFF">
 <P ALIGN=RIGHT><FONT FACE="Century Schoolbook">As filed with the
   Securities and Exchange Commission on November __, 1999</FONT></P>
 <P ALIGN=RIGHT><FONT FACE="Century Schoolbook">Registration No. <U>
   333-______</U></FONT></P>
 <HR NOSHADE WIDTH="100%" SIZE="1"><P ALIGN="center"><FONT
   FACE="Century Schoolbook">SECURITIES AND EXCHANGE COMMISSION</FONT>
   </P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">WASHINGTON, D.C. 20549
   </FONT></P>
 <HR NOSHADE SIZE="1" WIDTH="30%"><P ALIGN=CENTER><FONT FACE="Century
   Schoolbook">FORM S-8</FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">REGISTRATION STATEMENT
   </FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">UNDER</FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">THE SECURITIES ACT OF
   1933</FONT></P>
 <HR NOSHADE SIZE="1" WIDTH="30%"><P ALIGN=CENTER><FONT FACE="Century
   Schoolbook">ELI LILLY AND COMPANY</FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">(Exact name of
   registrant as specified in its charter)</FONT></P>
 <TABLE WIDTH="100%" ALIGN="center">
  <TR>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook"> LILLY
     CORPORATE CENTER</FONT></P>
   </TD>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
  </TR>
  <TR>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">INDIANA</FONT>
     </P>
   <HR NOSHADE SIZE="1" WIDTH="40%"> </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">
     INDIANAPOLIS, INDIANA 46285</FONT></P>
   <HR NOSHADE SIZE="1" WIDTH="55%" ALIGN="center"> </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook"> 35-0470950
     </FONT></P>
   <HR NOSHADE WIDTH="40%" SIZE="1"> </TD>
  </TR>
  <TR>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">(State or
     other</FONT></P>
   </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook"> (Address of
     Principal Executive Offices)</FONT></P>
   </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook"> (I.R.S.
     Employer</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">jurisdiction
     of</FONT></P>
   </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook"> (Zip Code)
     </FONT></P>
   </TD>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">
     Identification No.)</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">incorporation
     or</FONT> </P>
   </TD>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
  </TR>
  <TR>
   <TD> <P ALIGN="center"><FONT FACE="Century Schoolbook">organization)
     </FONT></P>
   </TD>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
   <TD> <DIV ALIGN="center"></DIV>
   </TD>
  </TR>
 </TABLE>
 <UL> <P ALIGN=CENTER><FONT FACE="Century Schoolbook">LILLY
   GLOBALSHARES STOCK PLAN</FONT></P>
 <P ALIGN=CENTER><U><FONT FACE="Century Schoolbook">(Full Title of the
   Plan)</FONT></U></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">Rebecca O. Goss,
   Senior Vice President and General Counsel</FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">Eli Lilly and Company
   </FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">Lilly Corporate Center
   </FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">Indianapolis, Indiana
   46285</FONT></P>
 <P ALIGN=CENTER>&nbsp;</P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">(Name and address of
   agent for service)</FONT></P>
 </UL>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">Telephone number,
   including area code, of agent for service: 317-276-2000</FONT></P>
 <HR NOSHADE SIZE="1" WIDTH="30%"><P ALIGN="center"><FONT FACE="Century
   Schoolbook">CALCULATION OF REGISTRATION FEE</FONT> </P>
 <HR NOSHADE SIZE="1" WIDTH="100%"><P><DIV ALIGN="center"></DIV>
 <TABLE ALIGN="center" WIDTH="100%">
  <TR>
   <TD VALIGN="TOP" WIDTH=205> <P ALIGN=center><FONT FACE="Century
     Schoolbook">Title&nbsp;of&nbsp;securities
   <BR>
   to be registered</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=181> <P ALIGN="center"> <P ALIGN="center">
     <FONT FACE="Century Schoolbook">Amount&nbsp;to&nbsp;be
   <BR>
   registered</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=206> <P ALIGN=center><FONT FACE="Century
     Schoolbook">Proposed
   <BR>
   maximum
   <BR>
   offering&nbsp;price&nbsp;per
   <BR>
   share (1)</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=197> <P ALIGN=center><FONT FACE="Century
     Schoolbook">Proposed
   <BR>
   maximum
   <BR>
   aggregate&nbsp;offering
   <BR>
   price (1)</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=174> <P ALIGN=center><FONT FACE="Century
     Schoolbook">Amount of
   <BR>
   registration&nbsp;fee</FONT></P>
   </TD>
  </TR>
 </TABLE>
 <HR NOSHADE SIZE="1" WIDTH="100%"><P>
 <TABLE ALIGN="center" WIDTH="100%">
  <TR>
   <TD VALIGN="TOP" WIDTH=205> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">Common Stock</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=181> <UL> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">3,100,000 shares</FONT></P>
   </UL>
   </TD>
   <TD VALIGN="TOP" WIDTH=207> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">$68.875</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=175> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">$213,512,500</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=195> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">$59,356.48</FONT></P>
   </TD>
  </TR>
 </TABLE>
 <HR NOSHADE SIZE="1" WIDTH="100%"><P><FONT FACE="Century Schoolbook">
   (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 October 29, 1999.
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">There are also registered hereunder
   such additional indeterminate number of shares as may be issued as a
   result of the antidilution provisions of the Lilly GlobalShares
   Stock Plan. </FONT></P>
 <P><FONT FACE="Century Schoolbook"> </FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">PART I</FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 1. PLAN INFORMATION</FONT></P>
 <P><FONT FACE="Century Schoolbook">Not included pursuant to Form S-8
   instructions.</FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 2. REGISTRANT INFORMATION AND
   EMPLOYEE PLAN ANNUAL INFORMATION</FONT></P>
 <P><FONT FACE="Century Schoolbook">Not included pursuant to Form S-8
   instructions.</FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">PART II</FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 3. INCORPORATION OF DOCUMENTS
   BY REFERENCE</FONT></P>
 <P><FONT FACE="Century Schoolbook">The Annual Report of Eli Lilly and
   Company (the &quot;Company&quot; or &quot;Registrant&quot;) on Form
   10-K for the fiscal year ended December 31, 1998, the Quarterly
   Reports of the Company on Form 10-Q for the fiscal quarters ended
   March 31, 1999, and June 30, 1999 and 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, are incorporated in this Registration
   Statement by reference. 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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 4. DESCRIPTION OF SECURITIES
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">Not applicable.</FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 5. INTERESTS OF NAMED EXPERTS
   AND COUNSEL</FONT></P>
 <P><FONT FACE="Century Schoolbook">James B. Lootens, Assistant
   Secretary and Associate General Counsel of the Company, has provided
   an opinion as to the legality of the securities offered hereby. Mr.
   Lootens beneficially owns 9,868 shares of common stock of the
   Company and holds options to purchase an additional 30,500 shares of
   such stock. </FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 6. INDEMNIFICATION OF
   DIRECTORS AND OFFICERS</FONT></P>
 <P><FONT FACE="Century Schoolbook">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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 7. EXEMPTION FROM REGISTRATION
   CLAIMED </FONT></P>
 <P><FONT FACE="Century Schoolbook">Not applicable. </FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 8. EXHIBITS</FONT></P>
 <P><FONT FACE="Century Schoolbook">Exhibit</FONT></P>
 <P><FONT FACE="Century Schoolbook">Number&nbsp;&nbsp;&nbsp; Description
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Articles of Incorporation, as amended
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By-laws, as amended</FONT></P>
 <P><FONT FACE="Century Schoolbook">5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;Opinion of James B.
   Lootens, Assistant Secretary and </FONT></P>
 <UL> <P><FONT FACE="Century Schoolbook"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Associate General Counsel of the
   Company, including his consent</FONT></P>
 </UL>
 <P><FONT FACE="Century Schoolbook">23&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent of Ernst &amp; Young
   LLP, Independent Auditors</FONT></P>
 <P><FONT FACE="Century Schoolbook">Item 9. UNDERTAKINGS</FONT></P>
 <P><FONT FACE="Century Schoolbook">(a) The undersigned Registrant
   hereby undertakes:</FONT></P>
 <P><FONT FACE="Century Schoolbook">(1) To file, during any period in
   which offers or sales are being made, a post-effective amendment to
   this Registration Statement:</FONT></P>
 <P><FONT FACE="Century Schoolbook">(i) To include any prospectus
   required by section 10(a)(3) of the Securities Act of 1933;</FONT>
   </P>
 <P><FONT FACE="Century Schoolbook">(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
   &quot;Calculation of Registration Fee&quot; table in the effective
   registration statement;</FONT></P>
 <P><FONT FACE="Century Schoolbook">(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; </FONT></P>
 <P><FONT FACE="Century Schoolbook">Provided, however, that paragraphs
   (a)(1)(i) and (a)(1)(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.
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">(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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">(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.
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">(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. </FONT></P>
 <P><FONT FACE="Century Schoolbook">(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. </FONT></P>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">SIGNATURES</FONT></P>
 <P><FONT FACE="Century Schoolbook">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
   October 18, 1999.</FONT></P>
 <P><FONT FACE="Century Schoolbook">ELI LILLY AND COMPANY</FONT></P>
 <P><FONT FACE="Century Schoolbook">By<U>&#160;&#160;s/Sidney Taurel
   &#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</U>
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">Sidney Taurel, Chairman of the
   Board,
 <BR>
 President and Chief Executive Officer</FONT></P>
 <P><FONT FACE="Century Schoolbook">Pursuant to the requirements of the
   Securities Act of 1933, this Registration Statement has been signed
   by the following persons in the capacities and on the date
   indicated. </FONT></P>
 <P><CENTER>
 <TABLE ALIGN="center" WIDTH="100%">
  <TR>
   <TD VALIGN="TOP" WIDTH=379> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">SIGNATURE</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=354> <P ALIGN=CENTER><FONT FACE="Century
     Schoolbook">TITLE</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=238> <P ALIGN=center><FONT FACE="Century
     Schoolbook"> DATE</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=379>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=354>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=238> <DIV ALIGN="center">&#160; </DIV>
   </TD>
  </TR>
 </TABLE>
 </CENTER>
 <P>
 <TABLE ALIGN="center" WIDTH="100%">
  <TR>
   <TD WIDTH=378></TD>
   <TD WIDTH=356></TD>
   <TD WIDTH=237></TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Sidney Taurel</FONT></U>
   <BR>
   (Sidney Taurel)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Chairman of the Board, President, Chief Executive Officer, and a
     Director (principal executive officer)</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD WIDTH=378 VALIGN="top">&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH=378 VALIGN="top"> <P><U><FONT FACE="Century Schoolbook">
     s/Charles E. Golden</FONT></U>
   <BR>
   (Charles E. Golden)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Executive Vice President, Chief Financial Officer and a Director
     (principal financial officer)</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Arnold C. Hanish</FONT></U>
   <BR>
   (Arnold C. Hanish)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">Chief
     Accounting Officer (principal accounting officer)</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=356>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=237> <DIV ALIGN="center">&#160; </DIV>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Steven C. Beering, M.D.</FONT></U>
   <BR>
   (Steven C. Beering, M.D.)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378 HEIGHT="22">&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356 HEIGHT="22">&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237 HEIGHT="22">&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Alfred G. Gilman, M.D., Ph.D.</FONT></U>
   <BR>
   (Alfred G. Gilman, M.D., Ph.D.)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Karen N. Horn, Ph.D.</FONT></U>
   <BR>
   (Karen N. Horn, Ph.D.)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Kenneth L. Lay, Ph.D.</FONT></U>
   <BR>
   (Kenneth L. Lay, Ph.D.)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Franklyn G. Prendergast, Ph.D.</FONT></U>
   <BR>
   (Franklyn B. Prendergast, Ph.D.)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Kathi P. Seifert</FONT></U>
   <BR>
   (Kathi P. Seifert)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=356>&#160; </TD>
   <TD VALIGN="TOP" WIDTH=237> <DIV ALIGN="center">&#160; </DIV>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/August M. Watanabe</FONT></U>
   <BR>
   (August M. Watanabe)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=356>&nbsp;</TD>
   <TD VALIGN="TOP" WIDTH=237>&nbsp;</TD>
  </TR>
  <TR>
   <TD VALIGN="TOP" WIDTH=378> <P><U><FONT FACE="Century Schoolbook">
     s/Alva O. Way
   <BR>
   </FONT></U> (Alva O. Way)</P>
   </TD>
   <TD VALIGN="TOP" WIDTH=356> <P><FONT FACE="Century Schoolbook">
     Director</FONT></P>
   </TD>
   <TD VALIGN="TOP" WIDTH=237> <P ALIGN="center"><FONT FACE="Century
     Schoolbook">October 18, 1999</FONT></P>
   </TD>
  </TR>
 </TABLE>
 <P ALIGN=CENTER><FONT FACE="Century Schoolbook">INDEX TO EXHIBITS
   </FONT></P>
 <P><FONT FACE="Century Schoolbook">The following documents are filed
   as part of this Registration Statement:</FONT></P>
 <P><B><FONT FACE="Century Schoolbook">Exhibit</FONT></B></P>
 <P><FONT FACE="Century Schoolbook">4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp; Amended Articles of Incorporation, as amended through
   October 20, 1998*</FONT></P>
 <P><FONT FACE="Century Schoolbook">4.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;By-laws, as amended through October 18, 1999</FONT> </P>
 <P><FONT FACE="Century Schoolbook">5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of James B. Lootens, Assistant
   Secretary and Associate General Counsel of</FONT></P>
 <P><FONT FACE="Century Schoolbook">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company, including his
   consent</FONT></P>
 <P><FONT FACE="Century Schoolbook">23&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   &nbsp;&nbsp;&nbsp;&nbsp;Consent of Ernst &amp; Young LLP,
   Independent Auditors</FONT></P>
 <P><FONT FACE="Century Schoolbook">* Incorporated by reference from
   Exhibit 3 to the Company's report on Form 10-Q for the quarter ended
   September 30, 1998. </FONT></P>
 </BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25978}]
{"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": "333-90397", "film-number": "99742034"}, "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"}}
FORM S-8
As filed with the
   Securities and Exchange Commission on November __, 1999
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)
LILLY
   GLOBALSHARES STOCK PLAN
(Full Title of the
   Plan)
Rebecca O. Goss,
   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
Title of securities
to be registered
Amount to be
registered
Proposed
maximum
offering price per
share (1)
Proposed
maximum
aggregate offering
price (1)
Amount of
registration fee
Common Stock
3,100,000 shares
$68.875
$213,512,500
$59,356.48
(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 October 29, 1999.
There are also registered hereunder
   such additional indeterminate number of shares as may be issued as a
   result of the antidilution provisions of the Lilly GlobalShares
   Stock Plan.
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 Annual Report of Eli Lilly and
   Company (the "Company" or "Registrant") on Form
   10-K for the fiscal year ended December 31, 1998, the Quarterly
   Reports of the Company on Form 10-Q for the fiscal quarters ended
   March 31, 1999, and June 30, 1999 and 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, are incorporated in this Registration
   Statement by reference. 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 Associate General Counsel of the Company, has provided
   an opinion as to the legality of the securities offered hereby. Mr.
   Lootens beneficially owns 9,868 shares of common stock of the
   Company and holds options to purchase an additional 30,500 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
4.1     
         Articles of Incorporation, as amended
4.2     
         By-laws, as amended
5     
            Opinion of James B.
   Lootens, Assistant Secretary and
Associate 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)(1)(i) and (a)(1)(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
   October 18, 1999.
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
   by the following persons in the capacities and on the date
   indicated.
SIGNATURE
TITLE
DATE
s/Sidney Taurel
(Sidney Taurel)
Chairman of the Board, President, Chief Executive Officer, and a
     Director (principal executive officer)
October 18, 1999
s/Charles E. Golden
(Charles E. Golden)
Executive Vice President, Chief Financial Officer and a Director
     (principal financial officer)
October 18, 1999
s/Arnold C. Hanish
(Arnold C. Hanish)
Chief
     Accounting Officer (principal accounting officer)
October 18, 1999
s/Steven C. Beering, M.D.
(Steven C. Beering, M.D.)
Director
October 18, 1999
s/Alfred G. Gilman, M.D., Ph.D.
(Alfred G. Gilman, M.D., Ph.D.)
Director
October 18, 1999
s/Karen N. Horn, Ph.D.
(Karen N. Horn, Ph.D.)
Director
October 18, 1999
s/Kenneth L. Lay, Ph.D.
(Kenneth L. Lay, Ph.D.)
Director
October 18, 1999
s/Franklyn G. Prendergast, Ph.D.
(Franklyn B. Prendergast, Ph.D.)
Director
October 18, 1999
s/Kathi P. Seifert
(Kathi P. Seifert)
Director
October 18, 1999
s/August M. Watanabe
(August M. Watanabe)
Director
October 18, 1999
s/Alva O. Way
(Alva O. Way)
Director
October 18, 1999
INDEX TO EXHIBITS
The following documents are filed
   as part of this Registration Statement:
Exhibit
4.1     
      Amended Articles of Incorporation, as amended through
   October 20, 1998*
4.2      
     By-laws, as amended through October 18, 1999
5      
        Opinion of James B. Lootens, Assistant
   Secretary and Associate General Counsel of
the Company, including his
   consent
23     
       Consent of Ernst & Young LLP,
   Independent Auditors
* Incorporated by reference from
   Exhibit 3 to the Company's report on Form 10-Q for the quarter ended
   September 30, 1998.