SC 13E4/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
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                                SCHEDULE 13E-4

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                         ISSUER TENDER OFFER STATEMENT
                     (Pursuant to Section 13(e)(1) of the
                       Securities Exchange Act of 1934)
                               (AMENDMENT NO. 3)

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                             ELI LILLY AND COMPANY
                               (Name of Issuer)

                             ELI LILLY AND COMPANY
                     (Name of Person(s) Filing Statement)

                             COMMON STOCK, without
                                   par value
                        (Title of Class of Securities)

                                  532457 10 8
                     (CUSIP Number of Class of Securities)

                                Rebecca O. Goss
                             ELI LILLY AND COMPANY
                            Lilly Corporate Center
                          Indianapolis, Indiana 46285
                                (317) 276-2000

                                   -Copy to-

                                Bernard E. Kury
                               Dewey Ballantine
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                (212) 259-8000

          (Name, Address and Telephone Number of Person Authorized to
                 Receive Notices and Communications on Behalf of
                          Person(s) Filing Statement)

                                August 21, 1995
                   (Date Tender Offer First Published, Sent
                        or Given to Security Holders)

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        This Amendment No. 3 amends and supplements the Issuer Tender Offer 
Statement on Schedule 13E-4, dated August 21, 1995, as amended, of Eli Lilly and
Company, an Indiana corporation ("Lilly"), relating to the offer by Lilly to 
exchange 3.49 shares of common stock, without par value ("Guidant Common 
Stock"), of Guidant Corporation, an Indiana corporation ("Guidant"), of which 
Lilly owns 80.2% of the issued and outstanding shares, for each share of common 
stock of Lilly, without par value ("Lilly Common Stock"), upon the terms and 
subject to the conditions set forth in the Offering Circular - Prospectus dated 
August 21, 1995, as supplemented by an Offering Circular - Prospectus Supplement
dated September 6, 1995 (together, the "Offering Circular - Prospectus") and the
related Letter of Transmittal. Capitalized terms used but not defined herein 
have the meanings ascribed to them in the Offering Circular - Prospectus.

Item 9.  Material to be Filed as Exhibits.

         (a)(15)  Press Release dated September 25, 1995.

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                                   SIGNATURE

        After due 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.

Dated: September 25, 1995

                                                ELI LILLY AND COMPANY

                                                By:  /s/  Edwin W. Miller
                                                   ---------------------------
                                                   Name:  Edwin W. Miller 
                                                   Title: Vice President and
                                                          Treasurer

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                                 EXHIBIT INDEX

Exhibit No.                     Description                     Page No.
- -----------                     -----------                     --------

(a)(15)                         Press Release dated                5
                                September 25, 1995

                                       4

EX-99.(A)(15)

 
                                                                 Exhibit (a)(15)

                                        

               Lilly and Guidant Announce Final Proration Factor
                           in Guidant Exchange Offer

Eli Lilly and Company (NYSE:LLY) and Guidant Corporation (NYSE:GDT) announced 
today a final proration factor of 33.617177 percent for the Exchange Offer by 
which Lilly shareholders were given the opportunity to exchange some, all or 
none of their shares of Lilly Common Stock for Guidant Common Stock. The 
Exchange Offer, which was oversubscribed, expired at midnight, New York City 
time, on Monday, Sept. 18, 1995.

Based on the final count by the exchange agent, 47,348,675 shares of Lilly 
Common Stock were tendered for exchange, including 884,280 shares held by 
eligible odd-lot shareholders. In accordance with the terms of the Exchange 
Offer, Lilly today accepted 16,504,298 Lilly shares in exchange for the 
57,600,000 shares of Guidant Common Stock that it owns including all shares 
tendered by eligible odd-lot shareholders. All other shares will be prorated at 
33.617177 percent. This completes the separation of Guidant from Lilly's core 
pharmaceutical business.

Certificates for shares of Guidant Common Stock, checks in lieu of fractional 
Guidant shares, and Lilly shares tendered but not accepted for exchange will be 
mailed on or about Oct. 2, 1995, as designated by the tendering shareholder.

Lilly is a global research-based pharmaceutical corporation headquartered in 
Indianapolis, Ind., that is dedicated to creating and delivering superior 
health care solutions--by combining pharmaceutical innovation, existing 
pharmaceutical technology, disease prevention and management, and 



 
information technologies--in order to provide customers worldwide with optimal 
clinical and economic outcomes.

A leader in the medical device industry, Guidant Corporation provides 
innovative, cost-effective products and services to the global cardiology and 
minimally invasive surgery marketplaces. Guidant comprises Advanced 
Cardiovascular Systems, Inc. (ACS), Cardiac Pacemakers, Inc. (CPI), Devices for 
Vascular Intervention, Inc. (DVI), Heart Rhythm Technologies Incorporated (HRT),
Origin Medsystems, Inc. and its international affiliates.

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