Washington, D.C. 20549

                           SCHEDULE 13G

             Under the Securities Exchange Act of 1934
                      (Amendment No.  14  )*

                        Eli Lilly and Company                  
                         (Name of Issuer)

                    Common Stock, Without Par Value            
                  (Title of Class of Securities)

                          (CUSIP Number)

     Check the following box if a fee is being paid with this
     statement.  (A fee is not required only if the filing
     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 the
     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).

                 (Continued on following page(s))

  CUSIP No.   532457-10-8    

  1. Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person
     Lilly Endowment, Inc.
     Federal I.D. No. 35-0868122

  2. Check the appropriate box if a member of a group


  4. Citizenship or Place of Organization

  5. Sole Voting Power

  6. Shared Voting Power

  7. Sole Dispositive Power

  8. Shared Dispositive Power

  9. Aggregate Amount Beneficially Owned by each Reporting Person

  10.     Check box if the Aggregate Amount in Row (9) Excludes
          Certain Shares

  11.     Percent of Class Represented by Amount in Row 9

  12.     Type of Reporting Person

  Item 1(a).   Name of Issuer.

          Eli Lilly and Company.

  Item 1(b).   Address of Issuer's Principal Executive Offices.

          307 East McCarty Street, Indianapolis, Indiana 46225.

  Item 2(a).   Name of Person Filing.

          This statement is filed by Lilly Endowment, Inc., a
  not-for-profit corporation organized under the laws of the
  State of Indiana.  Lilly Endowment, Inc., is an organization
  described in Section 501(c)(3) of the Internal Revenue Code of
  1986 and is a private foundation under Section 509(a) of the

  Item 2(b).   Address of Principal Business Office, or, if none,

          The address of the principal business office of Lilly
  Endowment, Inc., is 2801 North Meridian Street, Indianapolis,
  Indiana 46208.

  Item 2(c).   Citizenship.


  Item 2(d).   Title of Class of Securities.

          Common Stock, without par value.

  Item 2(e).   CUSIP Number.


  Item 3.      If this statement is filed pursuant to
               Rules 13d-1(b) or 13d-2(b), check whether the
               person filing is a:

          (a) [   ] Broker or Dealer registered under Section 15
                    of the Act

          (b) [   ] Bank as defined in Section 3(a)(6) of the Act

          (c) [   ] Insurance Company as defined in
                    Section 3(a)(19) of the Act

          (d) [   ] Investment Company registered under Section 8
                    of the Investment Company Act

          (e) [   ] Investment Adviser registered under
                    Section 203 of the Investment Advisors Act of

          (f) [   ] Employee Benefit Plan, Pension Fund which is
                    subject to the provisions of the Employee
                    Retirement Income Security Act of 1974 or
                    Endowment Fund; see { 240.13d-1(b)(1)(ii)(F)

          (g) [   ] Parent Holding Company, in accordance with
                    Section 240.13d-1(b)(1)(ii)(G)

          (h) [   ] Group, in accordance with
                    Section 240.13d-1(b)(1)(ii)(H)


  Item 4.      Ownership.

          If the percent of the class owned, as of December 31 of
  the year covered by the statement, or as of the last day of any
  month described in Rule 13d-1(b)(2), if applicable, exceeds
  five percent, provide the following information as of that date
  and identify those shares which there is a right to acquire.

          The following information is provided as of
  December 31, 1993:

  Item 4(a).   Amount Beneficially Owned:

          47,715,342.  None of such shares are deemed to be
  beneficially owned by reason of the possession of Lilly
  Endowment, Inc., of a right to acquire such shares.

  Item 4(b).   Percent of Class:


  Item 4(c).   Number of shares as to which such person has:

       (i)     sole power to vote or direct the vote:


      (ii)     shared power to vote or to direct the vote:


     (iii)     sole power to dispose or to direct the disposition


      (iv)     shared power to dispose or to direct the
               disposition of:


  Item 5.      Ownership of Five Percent or Less of a Class.

          If this statement is being filed to report the fact
  that as of the date hereof the reporting person has ceased to
  be the beneficial owner of more than five percent of the class
  of securities, check the following  [   ].

  Item 6.      Ownership of More than Five Percent on Behalf of
               Another Person.

          The two beneficiaries of a testamentary trust of which
  Lilly Endowment, Inc., is a trustee have the right to receive
  or the power to direct the receipt of dividends from, and the
  proceeds from the sale of, 768,000 of the shares reported above
  as beneficially owned by Lilly Endowment, Inc.  The trust owns
  less than 5% of the common stock of Eli Lilly and Company that
  was outstanding on December 31, 1993.

  Item 7.      Identification and Classification of the
               Subsidiary which Acquired the Security Being
               Reported on by the Parent Holding Company.


  Item 8.      Identification and Classification of Members of
               the Group.


  Item 9.      Notice of Dissolution of Group.


  Item 10.          Certification.



          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.

  Date:  January 12, 1994              /s/ William M. Goodwin     


                              William M. Goodwin, Treasurer
                              Lilly Endowment, Inc.          
                                      Name, Title