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> 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> 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> 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> 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> Page 5 of 5 Pages
