UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: March 31, 1999
Check here if Amendment [ ]; Amendment Number: ___________
This Amendment (check only one): [ ] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Lilly Endowment, Inc.
Address: 2801 North Meridian Street
Indianapolis, IN 46208-0068
Form 13F File Number: 28-____________
The institutional investment manager filing this report and the person by
whom it is signed hereby represent that the person signing the report is
authorized to submit it, that all information contained herein is true,
correct and complete, and that it is understood that all required items,
statements, schedules, lists, and tables, are considered integral parts of
this form.
Person Signing this Report on Behalf of Reporting Manager:
Reporting Manager:
Name: David D. Biber
Title: Secretary and Treasurer
Phone: (317) 924-5471
Signature, Place, and Date of Signing:
/s/ David D. Biber
Indianapolis, Indiana
March 31, 1999
Report Type:
[X] 13F HOLDING REPORT.
[ ] 13F NOTICE
[ ] 13F COMBINATION REPORT
List of Other Managers Reporting for this Manager: N/A
<PAGE>
FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 1
Form 13F Information Table Value Total: $14,685,867 (thousands)
List of Other Included Managers: NONE
<PAGE>
FORM 13F INFORMATION TABLE
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column Column 8
7
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Voting authority
Name of Title of CUSIP Value Shrs or SH/PRN Put/Call Investment Other
Issuer Class (x$1000) prn amt discretion managers
Sole Shared None
Eli Lilly Common 532457-10-8 14,685,867 173,029,368 SH Sole 173,029,368 0 0
and Company
</TABLE>
J:\EDGAR\LILLY\1999\13F\13F.WPD
