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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Millennium Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 599902 10 3 (CUSIP Number) Check the following box if a fee is being paid with the statement ( ) (A fee is not required only if --- the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).Page 1 of 5 Pages CUSIP No. 599902 10 3 (1) Name of Reporting Person: Eli Lilly and Company S.S. or I.R.S. Identification 35-0470950 No. of Above Person (2) Check the Appropriate Box (a) ( ) --- if a Member of a Group (b) ( ) --- Not Applicable (3) SEC Use Only (4) Citizenship or Place of Indiana Organization Number of Shares (5) Sole Voting 1,358,333 Beneficially Owned Power by Each Reporting (6) Shared Voting None Person With Power (7) Sole Dispositive 1,358,333 Power (8) Shared Disposi- None tive Power (9) Aggregate Amount Beneficially 1,358,333 Owned by Each Reporting Person (10) Check if the Aggregate Amount Not Applicable In Row (9) Excludes Certain Shares (11) Percent of Class Represented 5.7% at December 31, 1996 by Amount in Row (9) (12) Type of Reporting Person CO Page 2 of 5 Pages Item 1(a). Name of Issuer Millennium Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices 640 Memorial Drive Cambridge, MA 02139 Item 2(a). Name of Person Filing Eli Lilly and Company Item 2(b). Address of Principal Business Office or, if None, Residence Lilly Corporate Center Indianapolis, IN 46285 Item 2(c). Citizenship Indiana Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP No. 599902 10 3 Item 3. Status of Filer Under Rules 13d-1(b) or 13d-2(b) Not applicable Page 3 of 5 Pages Item 4. Ownership (a) Amount Beneficially Owned 1,358,333 (b) Percent of Class 5.7% as of December 31, 1996 (c) Voting and Dispositive Power Sole voting power 1,358,333 Shared voting power None Sole dispositive power 1,358,333 Shared dispositive power None Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company Not applicable Item 8. Identification and Classification of Members of the Group Not applicable Item 9. Notice of Dissolution of Group Not applicable Item 10. Certification Not applicable Page 4 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ELI LILLY AND COMPANY BY: --------------------------- Edwin W. Miller Vice President and Treasurer Date: February 11, 1997 Page 5 of 5 Pages