SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT




     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported) October 17, 1997

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



             Indiana                        0-6953               35-0471010
- --------------------------------------------------------------------------------
(State or other jurisdiction)     (Commission File Number)      (IRS Employer
                                                             Identification No.)



  733 South West Street                                            46225
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code             (317) 687-6700
- --------------------------------------------------------------------------------









Item 5.  Other Events.

     Pursuant to General  Instruction  F to Form 8-K, the press  release  issued
October 17, 1997,  concerning  the propose Rule 144-A $100 million  Senior Notes
offering of Lilly  Industries,  Inc. is incorporated  herein by reference and is
attached hereto as Exhibit 99.


Item 7.  Financial Statements and Exhibits

         (c)  Exhibits

              Exhibit 99 - Press Release dated October 17, 1997

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     LILLY INDUSTRIES, INC.


                                     By: /s/ John C. Elbin
                                         ---------------------------------------
                                         John C. Elbin,
                                         Vice President, Chief Financial Officer
                                         and Secretary



                                       -4-