LILLY INDUSTRIES INC
10-C, 1994-06-10
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-C

	Report by Issuer of Securities quoted on NASDAQ
	Interdealer Quotation System
	Filed pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934 and Rule 13a-17
	or 15d-17 thereunder

	LILLY INDUSTRIES, INC.
	(Exact name of issuer as specified in charter)

	733 South West Street
	Indianapolis, Indiana 46225
	(Address of principal executive offices)

	Issuer's telephone number, including area code 317-687-6700

	I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

	Indicate any change (increase or decrease) of 5% or more in 
    the number of shares outstanding:

1.      Title of Security:      Class A Common Stock

2.      Number of shares outstanding before the change: 14,903,000

3.      Number of shares outstanding after the change:  22,354,000

4.      Effective date of change:       June 1, 1994

5.      Method of change:       Three-For-Two Stock Split
	Specify method (such as merger, acquisition, exchange, distribution, 
    stock split, reverse split, acquisition of stock for treasury,

	Give brief description of transaction:  On April 21, 1994, declared a 
    three-for-two stock split which was distributed June 1, 1994 


Date:   May 26, 1994
						LILLY INDUSTRIES, INC.


						By:     /s/ Kenneth L. Mills, 
							Director of Corporate
							  Accounting and Assistant
							  Secretary


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