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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15 )*
Eli Lilly and Company
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
532457-10-8
(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
N/A
3.
4. Citizenship or Place of Organization
Indiana
5. Sole Voting Power
47,715,342
6. Shared Voting Power
0
7. Sole Dispositive Power
47,715,342
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by each Reporting Person
47,715,342
10. Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row 9
16.3%
12. Type of Reporting Person
CO
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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 Code.
Item 2(b). Address of Principal Business Office, or, if none,
Residence.
The address of the principal business office of Lilly
Endowment, Inc., is 2801 North Meridian Street, Indianapolis,
Indiana 46208.
Item 2(c). Citizenship.
Indiana.
Item 2(d). Title of Class of Securities.
Common Stock, without par value.
Item 2(e). CUSIP Number.
532457-10-8
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
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(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisors Act of
1940
(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)
Inapplicable.
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, 1994:
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:
16.3%
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
47,715,342
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of:
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47,715,342
(iv) shared power to dispose or to direct the
disposition of:
0
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, 1994.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of
the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
Inapplicable.
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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.
Date: January 17, 1995 /s/ William M. Goodwin
Signature
William M. Goodwin, Treasurer
Lilly Endowment, Inc.
Name, Title
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