VIA EDGAR
December 10, 1997
Securities and Exchange Commission
Division of Corporation Finace
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn: Filing Desk
Re: Lilly Industries, Inc. Form S-4
File Number: 333-41587
Ladies and Gentlemen:
Please consider the following as an amendment to the cover page in
reference to Registration Number 333-41587 filed on Form S-4 by Lilly
Industries, Inc. Please amend the cover page to include the following Delaying
Amendment legend:
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
LILLY INDUSTRIES, INC.
/s/ John C. Elbin
----------------------
John C. Elbin
Vice President, Chief
Financial Officer
and Secretary
