<PAGE>
<PAGE>


    As filed with the Securities and Exchange Commission on August 21, 1998
                                                  Registration No.

                       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)

      1998 Lilly Stock Plan, 1994 Lilly Stock Plan, 1989 Lilly 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
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                        Proposed            Proposed
                                        maximum             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>       
                      1,000,000
Common Stock             shares       $68.96875           $68,968,750         $20,345.78
---------------------------------------------------------------------------------------------
</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 August 14, 1998.

        There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
1998 Lilly Stock Plan.

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



<PAGE>
<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 Annual Report of Eli Lilly and Company (the "Company" or
"Registrant") on Form 10-K for the fiscal year ended December 31, 1997, the
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998 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 8,179 shares of common stock of
the Company and holds options to purchase an additional 19,600 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.



                                      -2-

<PAGE>
<PAGE>



        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
                 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)(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.



                                      -3-

<PAGE>
<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 July 20, 1998.

                                                    ELI LILLY AND COMPANY       


                                                    
                                                    By /s/ Sidney Taurel
                                                       -------------------------
                                                    Sidney Taurel, 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.



                                      -4-

<PAGE>
<PAGE>



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
     SIGNATURE                                     TITLE                                DATE
--------------------------------------------------------------------------------------------------
<S>                                  <C>                                            <C>
s/Sidney Taurel                      President, Chief Executive Officer,            July 20, 1998 
------------------------------       and a Director (principal executive                   
(Sidney Taurel)                      officer)                                              
 
s/Charles E. Golden                  Executive Vice President, Chief Financial      July 20, 1998  
------------------------------       Officer and a Director (principal financial                   
(Charles E. Golden)                  officer)                                                      

s/Arnold C. Hanish                   Chief Accounting Officer (principal            July 20, 1998 
------------------------------       accounting officer)                                          
(Arnold C. Hanish)                   

s/Evan Bayh                          Director                                       July 20, 1998
------------------------------
(Evan Bayh)

s/Steven C. Beering, M.D.            Director                                       July 20, 1998
------------------------------
(Steven C. Beering, M.D.)

s/Alfred G. Gilman, M.D., Ph.D.     Director                                       July 20, 1998
------------------------------
(Alfred G. Gilman, M.D., Ph.D.)      

s/Karen N. Horn, Ph.D.               Director                                       July 20, 1998
------------------------------
(Karen N. Horn, Ph.D.)

s/Kenneth L. Lay, Ph.D.              Director                                       July 20, 1998
------------------------------
(Kenneth L. Lay, Ph.D.)

s/Franklyn G. Prendergast, Ph.D.     Director                                       July 20, 1998
------------------------------
(Franklyn B. Prendergast, Ph.D.)

s/Kathy P. Seifert                   Director                                       July 20, 1998
------------------------------
(Kathy P. Seifert)

s/Randall L. Tobias                  Director                                       July 20, 1998
------------------------------
(Randall L. Tobias)

s/August M. Watanabe                 Director                                       July 20, 1998
------------------------------
(August M. Watanabe)

s/Alva O. Way                        Director                                       July 20, 1998
------------------------------
(Alva O. Way)
</TABLE>



                                      -5-

<PAGE>
<PAGE>





                               INDEX TO EXHIBITS

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

Exhibit

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


                                      -6-




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "ELI LILLY & CO., S-8", "secsgml_size_bytes": 16665}]
{"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": "333-62015", "film-number": "98695712"}, "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 August 21, 1998
                                                  Registration No.

                       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)

      1998 Lilly Stock Plan, 1994 Lilly Stock Plan, 1989 Lilly 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
---------------------------------------------------------------------------------------------
                                        Proposed            Proposed
                                        maximum             maximum
Title of securities  Amount to be  offering price per  aggregate offering     Amount of    
  to be registered    registered       share (1)           price (1)       registration fee
---------------------------------------------------------------------------------------------
1,000,000
Common Stock             shares       $68.96875           $68,968,750         $20,345.78
---------------------------------------------------------------------------------------------
(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 August 14, 1998.

        There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
1998 Lilly Stock Plan.

        Pursuant to Rule 429, this Registration Statement also refers to
Registration Statements No. 33-56141 and 33-29482.
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, 1997, the
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998 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 8,179 shares of common stock of
the Company and holds options to purchase an additional 19,600 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.

                                      -2-
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
                 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)(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.

                                      -3-
(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 July 20, 1998.

                                                    ELI LILLY AND COMPANY       

                                                    
                                                    By /s/ Sidney Taurel
                                                       -------------------------
                                                    Sidney Taurel, 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.

                                      -4-
--------------------------------------------------------------------------------------------------
     SIGNATURE                                     TITLE                                DATE
--------------------------------------------------------------------------------------------------
s/Sidney Taurel                      President, Chief Executive Officer,            July 20, 1998 
------------------------------       and a Director (principal executive                   
(Sidney Taurel)                      officer)                                              
 
s/Charles E. Golden                  Executive Vice President, Chief Financial      July 20, 1998  
------------------------------       Officer and a Director (principal financial                   
(Charles E. Golden)                  officer)                                                      

s/Arnold C. Hanish                   Chief Accounting Officer (principal            July 20, 1998 
------------------------------       accounting officer)                                          
(Arnold C. Hanish)                   

s/Evan Bayh                          Director                                       July 20, 1998
------------------------------
(Evan Bayh)

s/Steven C. Beering, M.D.            Director                                       July 20, 1998
------------------------------
(Steven C. Beering, M.D.)

s/Alfred G. Gilman, M.D., Ph.D.     Director                                       July 20, 1998
------------------------------
(Alfred G. Gilman, M.D., Ph.D.)      

s/Karen N. Horn, Ph.D.               Director                                       July 20, 1998
------------------------------
(Karen N. Horn, Ph.D.)

s/Kenneth L. Lay, Ph.D.              Director                                       July 20, 1998
------------------------------
(Kenneth L. Lay, Ph.D.)

s/Franklyn G. Prendergast, Ph.D.     Director                                       July 20, 1998
------------------------------
(Franklyn B. Prendergast, Ph.D.)

s/Kathy P. Seifert                   Director                                       July 20, 1998
------------------------------
(Kathy P. Seifert)

s/Randall L. Tobias                  Director                                       July 20, 1998
------------------------------
(Randall L. Tobias)

s/August M. Watanabe                 Director                                       July 20, 1998
------------------------------
(August M. Watanabe)

s/Alva O. Way                        Director                                       July 20, 1998
------------------------------
(Alva O. Way)
-5-
INDEX TO EXHIBITS

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

Exhibit

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

                                      -6-