Registration No. 33-52958

                       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.)

                               733 S. West Street
                           Indianapolis, Indiana        46225
               (Address of Principal Executive Offices)(Zip Code)

                  LILLY INDUSTRIES, INC. 1992 STOCK OPTION PLAN
                              (Full title of plan)


                             Lilly Industries, Inc.
                              733 South West Street
                           Indianapolis, Indiana 46225
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-687-6713

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
<S>                           <C>                    <C>                <C>                     <C>      
                                                   Proposed Maximum         Proposed
   Title of securities        Amount to be        offering price per    maximum aggregate          Amount of
    to be registered           registered              share (1)       offering price (1)    registration fee
      Common Stock,
    without par value
                              1,000,000 (2)             $21.125            $21,125,000             $6,401.52
=============================================================================================================
</TABLE>

(1)      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
         July 21, 1997, pursuant to Rule 457(c) and (h).

(2)      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.


                                       -1-

<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 Form 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,  (the "Plan") 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, 1996;

         (2) The  Quarterly  Reports  on Form  10-Q  of the  Registrant  for the
quarters ended February 28, 1997 and May 31, 1997;

         (3) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  by the  Registrant  since
November 30, 1996; 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.

         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.


                                       -2-

<PAGE>

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 $10,000,000 for the current policy period,  subject
to a $500,000  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.

                                       -3-

<PAGE>

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
public  policy as  expressed  in the 1933 Act and will be  governed by the final
adjudication of such issue.

                                       -4-

<PAGE>


                                   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 21st
day of July, 1997.
                             LILLY INDUSTRIES, INC.


                                      By:  /s/ Douglas W. Huemme
                                           -------------------------
                                           Douglas W. Huemme
                                           President 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. Huemme     
---------------------------           Chairman of the Board,     July 21, 1997
Douglas W. Huemme                     President and Chief
                                      Executive Officer


(2)  Principal Financial Officer:


 /s/ John C. Elbin                                               July 21, 1997
---------------------------           Vice President and
John C. Elbin                         Chief Financial Officer


(3)  Controller or Principal
        Accounting Officer:

 /s/ Kenneth L. Mills                                            July 21, 1997
---------------------------           Corporate Accounting
Kenneth L. Mills                      Director


                                       S-1


<PAGE>



(4)  A Majority of the Board
      of Directors


 /s/ James M. Cornelius                                          July 21, 1997
----------------------------
James M. Cornelius, Director


 /s/ William C. Dorris                                           July 21, 1997
----------------------------
William C. Dorris, Director



----------------------------                                     July ___, 1997
Paul K. Gaston, Director


 /s/ Douglas W. Huemme                                           July 21, 1997
----------------------------
Douglas W. Huemme, Director



----------------------------                                     July ___, 1997
Harry Morrison, Ph.D., Director


 /s/ Norma J. Oman                                               July 17, 1997
----------------------------
Norma J. Oman, Director


 /s/ John D. Peterson                                            July 17, 1997
----------------------------
John D. Peterson, Director


 /s/ Thomas E. Reilly, Jr.                                       July 16, 1997
----------------------------
Thomas E. Reilly, Jr., Director



----------------------------                                     July ___, 1997
Van P. Smith, Director


 /s/ Robert A. Taylor                                            July 18, 1997
----------------------------
Robert A. Taylor, Director
                                       S-2


<PAGE>


                                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.

         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)
[{"type": "S-8", "sequence": "1", "description": "LILLY INDUSTRIES INC. FORM S-8", "secsgml_size_bytes": 17382}]
{"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": "333-32205", "film-number": "97646322"}, "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. 33-52958

                       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.)

                               733 S. West Street
                           Indianapolis, Indiana        46225
               (Address of Principal Executive Offices)(Zip Code)

                  LILLY INDUSTRIES, INC. 1992 STOCK OPTION PLAN
                              (Full title of plan)

                             Lilly Industries, Inc.
                              733 South West Street
                           Indianapolis, Indiana 46225
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-687-6713

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Maximum         Proposed
   Title of securities        Amount to be        offering price per    maximum aggregate          Amount of
    to be registered           registered              share (1)       offering price (1)    registration fee
      Common Stock,
    without par value
                              1,000,000 (2)             $21.125            $21,125,000             $6,401.52
=============================================================================================================
(1)      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
         July 21, 1997, pursuant to Rule 457(c) and (h).

(2)      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.

                                       -1-
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 Form 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,  (the "Plan") 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, 1996;

         (2) The  Quarterly  Reports  on Form  10-Q  of the  Registrant  for the
quarters ended February 28, 1997 and May 31, 1997;

         (3) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  by the  Registrant  since
November 30, 1996; 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.

         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.

                                       -2-
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 $10,000,000 for the current policy period,  subject
to a $500,000  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.

                                       -3-
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
public  policy as  expressed  in the 1933 Act and will be  governed by the final
adjudication of such issue.

                                       -4-
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 21st
day of July, 1997.
                             LILLY INDUSTRIES, INC.

                                      By:  /s/ Douglas W. Huemme
                                           -------------------------
                                           Douglas W. Huemme
                                           President 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. Huemme     
---------------------------           Chairman of the Board,     July 21, 1997
Douglas W. Huemme                     President and Chief
                                      Executive Officer

(2)  Principal Financial Officer:

 /s/ John C. Elbin                                               July 21, 1997
---------------------------           Vice President and
John C. Elbin                         Chief Financial Officer

(3)  Controller or Principal
        Accounting Officer:

 /s/ Kenneth L. Mills                                            July 21, 1997
---------------------------           Corporate Accounting
Kenneth L. Mills                      Director

                                       S-1
(4)  A Majority of the Board
      of Directors

 /s/ James M. Cornelius                                          July 21, 1997
----------------------------
James M. Cornelius, Director

 /s/ William C. Dorris                                           July 21, 1997
----------------------------
William C. Dorris, Director

----------------------------                                     July ___, 1997
Paul K. Gaston, Director

 /s/ Douglas W. Huemme                                           July 21, 1997
----------------------------
Douglas W. Huemme, Director

----------------------------                                     July ___, 1997
Harry Morrison, Ph.D., Director

 /s/ Norma J. Oman                                               July 17, 1997
----------------------------
Norma J. Oman, Director

 /s/ John D. Peterson                                            July 17, 1997
----------------------------
John D. Peterson, Director

 /s/ Thomas E. Reilly, Jr.                                       July 16, 1997
----------------------------
Thomas E. Reilly, Jr., Director

----------------------------                                     July ___, 1997
Van P. Smith, Director

 /s/ Robert A. Taylor                                            July 18, 1997
----------------------------
Robert A. Taylor, Director
                                       S-2
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.

         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)