Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             LILLY INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

                   Indiana                                  35-0471010
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                 Identification No.)

                              200 W. 103rd Street
                           Indianapolis, Indiana 46290
               (Address of Principal Executive Offices) (Zip Code)

                  LILLY INDUSTRIES, INC. 1992 STOCK OPTION PLAN
               LILLY INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                   LILLY INDUSTRIES, INC. 401(k) SAVINGS PLAN
                              (Full title of plans)

                                  John C. Elbin
                   Vice President and Chief Financial Officer
                             Lilly Industries, Inc.
                               200 W. 103rd Street
                           Indianapolis, Indiana 46290
                     (Name and address of Agent For Service)
          Telephone number, including area code, of agent for service:
                                  317-814-8700

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


====================================================================================================================================
                                                                                Proposed             Proposed
                                                                                 Maximum              maximum          Amount of
                                                        Amount to be         Offering Price          aggregate       Registration
      Title of securities to be registered             registered (1)           per share         Offering Price         Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>      <C>       <C>                  <C>
1992 Stock Option Plan
  Common Stock (available for issuance),
  Without par value
  (including Common Share Purchase Rights)              738,011 shares          $11.22 (2)         $8,280,483           $2,186

  Common Stock (previously granted),
  Without par value
  (including Common Share Purchase Rights)              261,989 shares          $14.22 (3)         $3,725,484           $  984

Employee Stock Purchase Plan
  Common Stock,
  Without par value
  (including Common Share Purchase Rights)              413,500 shares          $11.22 (2)         $4,639,470           $1,225

401(k) Savings Plan,
  Common Stock,
  Without par value
  (including Common Share Purchase Rights)              500,000 shares (4)      $11.22 (2)         $5,610,000           $1,481


        Total                                         1,913,500                                   $22,255,437           $5,876
===================================================================================================================================
</TABLE>


(1)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.

(2)      Estimated  solely to determine  the  registration  fee and based on the
         average of the high and low sales  prices per share of Common  Stock of
         Lilly  Industries,  Inc. as reported on the New York Stock  Exchange on
         April 19, 2000, pursuant to Rule 457(c) and (h).

(3)      Computation  based  on the  exercise  price of  $14.22  per  share  for
         outstanding options under the referenced Plan.

(4)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the 401(k)  Savings  Plan
         referenced above.


<PAGE>




                                     PART I

                           INFORMATION REQUIRED IN THE

                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Forms S-8,  promulgated  under the  Securities Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Lilly  Industries,  Inc. 1992 Stock Option Plan, as amended,  Lilly  Industries,
Inc. Employee Stock Purchase Plan and Lilly Industries, Inc. 401(k) Savings Plan
(the "Plans") as specified in Rule  428(b)(1)  promulgated by the Securities and
Exchange  Commission (the "Commission") under the 1933 Act. Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated  by  reference  into  this  Form S-8  Registration  Statement  (the
"Registration  Statement")  pursuant to Item 3 of Part II hereof),  a prospectus
that meets the requirements of Section 10(a) of the 1933 Act.


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1) The  Annual  Report on Form  10-K of Lilly  Industries,  Inc.  (the
"Registrant")  for the fiscal year ended  November 30, 1999 and the Form 10-Q of
Lilly Industries, Inc. for the quarter ended February 29, 2000;

         (2) Annual Report on Form 11-K of Lilly Industries, Inc. for the 401(k)
Savings Plan for the year ended December 31, 1998;

         (3) All other  reports  filed by Lilly  Industries,  Inc.  pursuant  to
Section 13 or 15(d) of the  Securities  Exchange Act of 1934 (the "1934 Act") by
the Registrant since November 30, 1999; and

         (4) The description of the capital stock of the Registrant contained in
the Registrant's  Registration Statement on Form S-3 (Registration No. 33-12398)
which became  effective  April 1, 1987,  and all amendments or reports filed for
the purpose of updating  such  description,  including,  but not limited to, the
Form 8-A Registration Statement No. 1-11553 filed with the Commission on January
23, 1996,  and the Amendment to Form 8-A filed  January 25, 1996,  pertaining to
the Rights Agreement dated January 12, 1996.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


<PAGE>




Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made a party by reason
of  their  relationship  to  the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Amended and Restated  Articles of  Incorporation of the Company (as
fully restated on June 21, 1996) provide that the Company shall (with respect to
directors)  and may (with  respect to officers,  employees  and agents),  to the
extent empowered to do so by the IBCL or any other  applicable  laws,  indemnify
any director who was or is a party,  or is threatened to be made a party, to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal (the
"Action"), by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another entity against
expenses,  including attorneys' fees,  judgments,  penalties,  fines and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
the  Action if such  person  acted in good  faith and in a manner he  reasonably
believed,  in the  case of  conduct  in his  official  capacity  was in the best
interests  of the  Company  and in all other  cases was not  opposed to the best
interests of the Company.

         The Company maintains directors' and officers' liability insurance with
an annual aggregate limit of $25,000,000 for the current policy period,  subject
to a $1,000,000  deductible at the corporate  level, for each wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.


<PAGE>




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 1933 Act; (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,  represent a fundamental  change in the  information set forth in the
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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 Act, 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;  and (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 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933
Act 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


<PAGE>

                                       S-1

                                   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,  and the State of Indiana, on this 26th
day of April, 2000.

                                      LILLY INDUSTRIES, INC.


                                      By:/s/Douglas W. Huemme
                                         --------------------------------
                                         Douglas W. Huemme
                                         Chairman of the Board
                                         and Chief Executive Officer

         Each person whose signature appears below hereby authorizes  Douglas W.
Huemme and William C. Dorris,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem  appropriate,  and each such person hereby  appoints  Douglas W. Huemme and
William C. Dorris and each of them, as  attorney-in-fact  to execute in the name
and on behalf of each person  individually,  and in each capacity  stated below,
any such amendment to the registration statement.

         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

(1)  Principal Executive Officer:


/s/Douglas W. Heumme
---------------------------       Chairman of the Board,          April 26, 2000
Douglas W. Huemme                 and Chief Executive Officer


(2)  Principal Financial Officer:


/s/John C. Elbin
----------------------------      Vice President and              April 26, 2000
John C. Elbin                     Chief Financial Officer


(3)  Controller or Principal Accounting
        Officer:

/s/Kenneth L. Mills
----------------------------      Corporate Controller and        April 26, 2000
Kenneth L. Mills                   Assistant Secretary


<PAGE>




(4)  A Majority of the Board
      of Directors

/s/James M. Cornelius                                             April 26, 2000
-----------------------------------------
James M. Cornelius, Director


/s/William C. Dorris                                              April 26, 2000
-----------------------------------------
William C. Dorris, Director


/s/Paul K. Gaston                                                 April 26, 2000
-----------------------------------------
Paul K. Gaston, Director


/s/Douglas W. Huemme                                              April 26, 2000
-----------------------------------------
Douglas W. Huemme, Director


/s/Harry Morrison, Ph.D.                                          April 26, 2000
-----------------------------------------
Harry Morrison, Ph.D., Director


                                                                  April 26, 2000
-----------------------------------------
Norma J. Oman, Director


/s/John D. Peterson                                               April 26, 2000
-----------------------------------------
John D. Peterson, Director


/s/Thomas E. Reilly, Jr.                                          April 26, 2000
-----------------------------------------
Thomas E. Reilly, Jr., Director


/s/John C. Elbin                                                  April 26, 2000
-----------------------------------------
John C. Elbin, Director


/s/Robert A. Taylor                                               April 26, 2000
-----------------------------------------
Robert A. Taylor, Director




<PAGE>

         LILLY   INDUSTRIES,   INC.   401(k)  SAVINGS  PLAN.   Pursuant  to  the
requirements  of the Securities Act of 1933, the Lilly  Industries,  Inc. 401(k)
Savings  Plan has duly caused this  registration  statement  to be signed on its
behalf  by  the  undersigned   thereunto  duly   authorized,   in  the  City  of
Indianapolis, Indiana, on April 26, 2000.

                             Lilly Industries, Inc.
                             Savings Plan

                             By:  Lilly Industries, Inc., the Plan Administrator



                                  By:  /s/ Kenneth L. Mills
                                      ------------------------------------------
                                      Kenneth L. Mills
                                      Corporate Controller and
                                      Assistant Secretary




                                INDEX TO EXHIBITS

Exhibit No.                         Description

         4(a)     Articles  6 and 7 of the  Amended  and  Restated  Articles  of
                  Incorporation of the Registrant (restated as of June 21, 1996)
                  is   incorporated   by   reference  to  Exhibit  3(a)  of  the
                  Registrant's Annual Report on 10-K for the year ended November
                  30, 1996.

         (b)      Article  2  of  the  Code  of  By-Laws,  as  amended,  of  the
                  Registrant is incorporated by reference to Exhibit 3(b) of the
                  Registrant's  10-K/A  filed with the  Securities  and Exchange
                  Commission on July 25, 1997.

         (c)      Rights  Agreement,  dated  January  12,  1996,  between  Lilly
                  Industries,  Inc. and KeyCorp  Shareholder  Services,  Inc. as
                  Rights  Agent (the  "Rights  Agreement")  is  incorporated  by
                  reference to Exhibit 4 to the Registrant's Form 8-A filed with
                  the SEC on January 23, 1996.

         (d)      Letter  Agreement dated November 29, 1999 appointing  National
                  CityBank  as  Rights  Agent  under  the  Rights  Agreement  is
                  incorporated  by reference to Exhibit 4.5 of the  Registrant's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1999.

         (e)      Lilly Industries,  Inc. 1992 Stock Option Plan is incorporated
                  by reference to Exhibit 10(j) to Lilly  Industries,  Inc. Form
                  10-K  Annual  Report for the fiscal  year ended  November  30,
                  1991.  First  Amendment to Lilly  Industries,  Inc. 1992 Stock
                  Option Plan is  incorporated  by  reference to Exhibit 10.8 to
                  Lilly Industries,  Inc.'s  Registration  Statement on Form S-4
                  filed with the Commission on December 5, 1997  (Commission No.
                  333-41587). Amendment to the Lilly Industries, Inc. 1992 Stock
                  Option  Plan is  incorporated  by  reference  to Appendix A to
                  Lilly  Industries,   Inc.'s  Schedule  14A  (definitive  proxy
                  statement  for  the  2000  Annual  Meeting,)  filed  with  the
                  Commission on February 25, 2000.

         5        Opinion  of  Barnes  &  Thornburg  as to the  legality  of the
                  securities being registered*

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Barnes & Thornburg (included as part of Exhibit 5)

         24       Power of Attorney (included on pages S-1 and S-2)

*        The  Registrant  undertakes  that the  Registrant has submitted or will
         submit  the  401(k)  Savings  Plan and all  amendments  thereto  to the
         Internal  Revenue  Service  ("IRS") in a timely  manner and has made or
         will make all changes required by the IRS in order to qualify the Plan.
[{"type": "S-8", "sequence": "1", "description": "LILLY INDUSTRIES REGISTRATION STATEMENT", "secsgml_size_bytes": 22222}]
{"company-data": {"conformed-name": "LILLY INDUSTRIES INC", "cik": "0000059479", "assigned-sic": "2851", "irs-number": "350471010", "state-of-incorporation": "IN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35680", "film-number": "609662"}, "business-address": {"street1": "733 S WEST ST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46225", "phone": "3176876700"}, "mail-address": {"street1": "733 S WEST STREET", "city": "INDIANNAPOLIS", "state": "IN", "zip": "46225"}, "former-company": {"former-conformed-name": "LILLY INDUSTRIAL COATINGS INC", "date-changed": "19911229"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             LILLY INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

                   Indiana                                  35-0471010
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                 Identification No.)

                              200 W. 103rd Street
                           Indianapolis, Indiana 46290
               (Address of Principal Executive Offices) (Zip Code)

                  LILLY INDUSTRIES, INC. 1992 STOCK OPTION PLAN
               LILLY INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                   LILLY INDUSTRIES, INC. 401(k) SAVINGS PLAN
                              (Full title of plans)

                                  John C. Elbin
                   Vice President and Chief Financial Officer
                             Lilly Industries, Inc.
                               200 W. 103rd Street
                           Indianapolis, Indiana 46290
                     (Name and address of Agent For Service)
          Telephone number, including area code, of agent for service:
                                  317-814-8700

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                Proposed             Proposed
                                                                                 Maximum              maximum          Amount of
                                                        Amount to be         Offering Price          aggregate       Registration
      Title of securities to be registered             registered (1)           per share         Offering Price         Fee
------------------------------------------------------------------------------------------------------------------------------------
1992 Stock Option Plan
  Common Stock (available for issuance),
  Without par value
  (including Common Share Purchase Rights)              738,011 shares          $11.22 (2)         $8,280,483           $2,186

  Common Stock (previously granted),
  Without par value
  (including Common Share Purchase Rights)              261,989 shares          $14.22 (3)         $3,725,484           $  984

Employee Stock Purchase Plan
  Common Stock,
  Without par value
  (including Common Share Purchase Rights)              413,500 shares          $11.22 (2)         $4,639,470           $1,225

401(k) Savings Plan,
  Common Stock,
  Without par value
  (including Common Share Purchase Rights)              500,000 shares (4)      $11.22 (2)         $5,610,000           $1,481

        Total                                         1,913,500                                   $22,255,437           $5,876
===================================================================================================================================
(1)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.

(2)      Estimated  solely to determine  the  registration  fee and based on the
         average of the high and low sales  prices per share of Common  Stock of
         Lilly  Industries,  Inc. as reported on the New York Stock  Exchange on
         April 19, 2000, pursuant to Rule 457(c) and (h).

(3)      Computation  based  on the  exercise  price of  $14.22  per  share  for
         outstanding options under the referenced Plan.

(4)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the 401(k)  Savings  Plan
         referenced above.
PART I

                           INFORMATION REQUIRED IN THE

                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Forms S-8,  promulgated  under the  Securities Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Lilly  Industries,  Inc. 1992 Stock Option Plan, as amended,  Lilly  Industries,
Inc. Employee Stock Purchase Plan and Lilly Industries, Inc. 401(k) Savings Plan
(the "Plans") as specified in Rule  428(b)(1)  promulgated by the Securities and
Exchange  Commission (the "Commission") under the 1933 Act. Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated  by  reference  into  this  Form S-8  Registration  Statement  (the
"Registration  Statement")  pursuant to Item 3 of Part II hereof),  a prospectus
that meets the requirements of Section 10(a) of the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1) The  Annual  Report on Form  10-K of Lilly  Industries,  Inc.  (the
"Registrant")  for the fiscal year ended  November 30, 1999 and the Form 10-Q of
Lilly Industries, Inc. for the quarter ended February 29, 2000;

         (2) Annual Report on Form 11-K of Lilly Industries, Inc. for the 401(k)
Savings Plan for the year ended December 31, 1998;

         (3) All other  reports  filed by Lilly  Industries,  Inc.  pursuant  to
Section 13 or 15(d) of the  Securities  Exchange Act of 1934 (the "1934 Act") by
the Registrant since November 30, 1999; and

         (4) The description of the capital stock of the Registrant contained in
the Registrant's  Registration Statement on Form S-3 (Registration No. 33-12398)
which became  effective  April 1, 1987,  and all amendments or reports filed for
the purpose of updating  such  description,  including,  but not limited to, the
Form 8-A Registration Statement No. 1-11553 filed with the Commission on January
23, 1996,  and the Amendment to Form 8-A filed  January 25, 1996,  pertaining to
the Rights Agreement dated January 12, 1996.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made a party by reason
of  their  relationship  to  the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Amended and Restated  Articles of  Incorporation of the Company (as
fully restated on June 21, 1996) provide that the Company shall (with respect to
directors)  and may (with  respect to officers,  employees  and agents),  to the
extent empowered to do so by the IBCL or any other  applicable  laws,  indemnify
any director who was or is a party,  or is threatened to be made a party, to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal (the
"Action"), by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another entity against
expenses,  including attorneys' fees,  judgments,  penalties,  fines and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
the  Action if such  person  acted in good  faith and in a manner he  reasonably
believed,  in the  case of  conduct  in his  official  capacity  was in the best
interests  of the  Company  and in all other  cases was not  opposed to the best
interests of the Company.

         The Company maintains directors' and officers' liability insurance with
an annual aggregate limit of $25,000,000 for the current policy period,  subject
to a $1,000,000  deductible at the corporate  level, for each wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.
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 1933 Act; (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,  represent a fundamental  change in the  information set forth in the
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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 Act, 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;  and (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 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933
Act 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
S-1

                                   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,  and the State of Indiana, on this 26th
day of April, 2000.

                                      LILLY INDUSTRIES, INC.

                                      By:/s/Douglas W. Huemme
                                         --------------------------------
                                         Douglas W. Huemme
                                         Chairman of the Board
                                         and Chief Executive Officer

         Each person whose signature appears below hereby authorizes  Douglas W.
Huemme and William C. Dorris,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem  appropriate,  and each such person hereby  appoints  Douglas W. Huemme and
William C. Dorris and each of them, as  attorney-in-fact  to execute in the name
and on behalf of each person  individually,  and in each capacity  stated below,
any such amendment to the registration statement.

         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

(1)  Principal Executive Officer:

/s/Douglas W. Heumme
---------------------------       Chairman of the Board,          April 26, 2000
Douglas W. Huemme                 and Chief Executive Officer

(2)  Principal Financial Officer:

/s/John C. Elbin
----------------------------      Vice President and              April 26, 2000
John C. Elbin                     Chief Financial Officer

(3)  Controller or Principal Accounting
        Officer:

/s/Kenneth L. Mills
----------------------------      Corporate Controller and        April 26, 2000
Kenneth L. Mills                   Assistant Secretary
(4)  A Majority of the Board
      of Directors

/s/James M. Cornelius                                             April 26, 2000
-----------------------------------------
James M. Cornelius, Director

/s/William C. Dorris                                              April 26, 2000
-----------------------------------------
William C. Dorris, Director

/s/Paul K. Gaston                                                 April 26, 2000
-----------------------------------------
Paul K. Gaston, Director

/s/Douglas W. Huemme                                              April 26, 2000
-----------------------------------------
Douglas W. Huemme, Director

/s/Harry Morrison, Ph.D.                                          April 26, 2000
-----------------------------------------
Harry Morrison, Ph.D., Director

                                                                  April 26, 2000
-----------------------------------------
Norma J. Oman, Director

/s/John D. Peterson                                               April 26, 2000
-----------------------------------------
John D. Peterson, Director

/s/Thomas E. Reilly, Jr.                                          April 26, 2000
-----------------------------------------
Thomas E. Reilly, Jr., Director

/s/John C. Elbin                                                  April 26, 2000
-----------------------------------------
John C. Elbin, Director

/s/Robert A. Taylor                                               April 26, 2000
-----------------------------------------
Robert A. Taylor, Director
LILLY   INDUSTRIES,   INC.   401(k)  SAVINGS  PLAN.   Pursuant  to  the
requirements  of the Securities Act of 1933, the Lilly  Industries,  Inc. 401(k)
Savings  Plan has duly caused this  registration  statement  to be signed on its
behalf  by  the  undersigned   thereunto  duly   authorized,   in  the  City  of
Indianapolis, Indiana, on April 26, 2000.

                             Lilly Industries, Inc.
                             Savings Plan

                             By:  Lilly Industries, Inc., the Plan Administrator

                                  By:  /s/ Kenneth L. Mills
                                      ------------------------------------------
                                      Kenneth L. Mills
                                      Corporate Controller and
                                      Assistant Secretary

                                INDEX TO EXHIBITS

Exhibit No.                         Description

         4(a)     Articles  6 and 7 of the  Amended  and  Restated  Articles  of
                  Incorporation of the Registrant (restated as of June 21, 1996)
                  is   incorporated   by   reference  to  Exhibit  3(a)  of  the
                  Registrant's Annual Report on 10-K for the year ended November
                  30, 1996.

         (b)      Article  2  of  the  Code  of  By-Laws,  as  amended,  of  the
                  Registrant is incorporated by reference to Exhibit 3(b) of the
                  Registrant's  10-K/A  filed with the  Securities  and Exchange
                  Commission on July 25, 1997.

         (c)      Rights  Agreement,  dated  January  12,  1996,  between  Lilly
                  Industries,  Inc. and KeyCorp  Shareholder  Services,  Inc. as
                  Rights  Agent (the  "Rights  Agreement")  is  incorporated  by
                  reference to Exhibit 4 to the Registrant's Form 8-A filed with
                  the SEC on January 23, 1996.

         (d)      Letter  Agreement dated November 29, 1999 appointing  National
                  CityBank  as  Rights  Agent  under  the  Rights  Agreement  is
                  incorporated  by reference to Exhibit 4.5 of the  Registrant's
                  Annual  Report on Form 10-K for the year  ended  November  30,
                  1999.

         (e)      Lilly Industries,  Inc. 1992 Stock Option Plan is incorporated
                  by reference to Exhibit 10(j) to Lilly  Industries,  Inc. Form
                  10-K  Annual  Report for the fiscal  year ended  November  30,
                  1991.  First  Amendment to Lilly  Industries,  Inc. 1992 Stock
                  Option Plan is  incorporated  by  reference to Exhibit 10.8 to
                  Lilly Industries,  Inc.'s  Registration  Statement on Form S-4
                  filed with the Commission on December 5, 1997  (Commission No.
                  333-41587). Amendment to the Lilly Industries, Inc. 1992 Stock
                  Option  Plan is  incorporated  by  reference  to Appendix A to
                  Lilly  Industries,   Inc.'s  Schedule  14A  (definitive  proxy
                  statement  for  the  2000  Annual  Meeting,)  filed  with  the
                  Commission on February 25, 2000.

         5        Opinion  of  Barnes  &  Thornburg  as to the  legality  of the
                  securities being registered*

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Barnes & Thornburg (included as part of Exhibit 5)

         24       Power of Attorney (included on pages S-1 and S-2)

*        The  Registrant  undertakes  that the  Registrant has submitted or will
         submit  the  401(k)  Savings  Plan and all  amendments  thereto  to the
         Internal  Revenue  Service  ("IRS") in a timely  manner and has made or
         will make all changes required by the IRS in order to qualify the Plan.