FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

[x]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the Fiscal Year ended November 30, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                          Commission File Number 0-6953

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

        INDIANA                                           35-0471010
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                               200 W. 103rd Street
                           Indianapolis, Indiana 46290
               (Address of principal executive offices) (Zip Code)

              Registrant's telephone number, including area code:
                                  317-814-8700

           Securities registered pursuant to Section 12(b) of the Act:

                        Class A Stock, without par value
                           Common Share Purchase Right
                                (Title of class)


                             New York Stock Exchange
                   (name of each exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act

                                      None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]




<PAGE>



The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of February 14, 2000 was $288,728,000.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of February 14, 2000.

22,733,318 shares of Class A Common Stock, without par value; 486,306 shares
of Class B Common Stock, without par value

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II: Items 5                     Annual Report to Shareholders for Fiscal
through 8                            Year Ended November 30, 1999

Part III: Items 10                   Proxy Statement for Annual Meeting of
through 13                           Shareholders to be held March 31, 2000




<PAGE>



                                     PART I

Lilly Industries, Inc.

Item 1.  BUSINESS

Business Description

Lilly  Industries,  Inc.  (referred to herein as "Lilly" or the  "Company")  was
founded  in 1865,  and  incorporated  under the laws of the State of  Indiana on
December 5, 1888. The Company believes it is a leader in the industrial coatings
and specialty  chemicals  industry,  one of the five largest industrial coatings
and  specialty  chemicals  manufacturers  in  North  America,  and one of the 15
largest in the world based on net sales of $656.2 million in fiscal 1999.  Lilly
formulates, manufactures and markets industrial coatings and specialty chemicals
to original equipment  manufacturers,  enhancing the appearance of and providing
durability to products such as home and office furniture,  cabinets, appliances,
building  products,  transportation,  agricultural and  construction  equipment,
mirrors and a variety of metal and fiberglass reinforced surfaces. A significant
amount of the  Company's  sales  represent  industrial  coatings  and  specialty
chemicals  developed in  cooperation  with its customers to meet their  specific
product  requirements,  resulting in a number of primary supplier  relationships
with those customers.

No one class of similar products (other than protective and decorative coatings)
accounted for 10% or more of the consolidated  revenues of the Company in any of
the last three fiscal years (1). The Company has only one  reportable  operating
segment, and employs approximately 2,400 people. The Company has plants or sales
offices in the U.S.,  Australia,  Canada,  China,  Germany,  Ireland,  Malaysia,
Mexico, Singapore, Taiwan and the United Kingdom.

(1)  References in this Form 10-K are  references to the Company's  fiscal years
ended November 30, 1999, 1998 and 1997.


<PAGE>

Industrial Coatings and Specialty Chemicals Industry

Industrial coatings and specialty chemicals protect a wide range of manufactured
goods from the effects of external  elements  over the life of the  product.  In
addition,  industrial  coatings  and  specialty  chemicals  make  products  more
aesthetically  pleasing to end use  customers.  Lilly  competes in three end use
markets:  (i)  wood  coatings,  such as  lacquer  and  protective  coatings  for
furniture,  building products and kitchen cabinets; (ii) metal coatings, such as
liquid  and  powder  coatings  used  to  finish  building  products,  furniture,
appliances  and  transportation   equipment;  and  (iii)  composites  and  glass
coatings, such as gelcoats and specialty chemicals for transportation equipment,
recreational vehicles and mirrors.

Sales for the global paints and coatings market equal  approximately $57 billion
annually,  with annual sales for the domestic market equaling  approximately $17
billion.  Annual  sales for the  industrial  coatings  and  specialty  chemicals
segment in which Lilly  participates are  approximately $27 billion globally and
$9  billion  domestically.  The  balance  of the market  consists  primarily  of
architectural  coatings  (primarily house paints),  a market in which Lilly does
not compete, and specialty coatings,  including maintenance coatings and traffic
paints.

The industrial  coatings and specialty chemicals industry is a mature and highly
fragmented industry in the U.S., growing in-line with industrial production, and
includes  many  small  competitors.  Long term  annual  unit  growth in the U.S.
industrial coatings and specialty chemicals business is projected between 1% and
2%, largely tied to fluctuations in general economic cycles.  Annual unit growth
rate is projected between 1% and 2% in Europe and between 4% and 6% in Asia. The
North American  industrial  coatings and specialty chemicals industry is divided
among over 700 participants.

Due to its maturity and historically  fragmented participant base, this industry
is undergoing  consolidation through mergers and acquisitions.  Consolidation of
the  industrial  coatings and  specialty  chemicals  industry is being driven by
several  factors,  including (i) the need for growth in maturing  markets;  (ii)
environmental costs which,  together with a more demanding global customer base,
will  make  it  difficult  for  smaller  manufacturers  with  limited  financial
resources  to  remain  independent;  and  (iii)  the  increasing  technical  and
financial  resources of the larger  companies.  To date, the effects of industry
consolidation  include  a  greater  concentration  of market  share  with  fewer
companies,  a reduction  in the number of  competitors,  and the creation of new
synergies  within  the  larger  industrial   coatings  and  specialty  chemicals
companies,  such as raw material purchasing power and manufacturing economies of
scale.

Competition

The industrial  coatings and specialty  chemicals industry is competitive,  with
more  than 700  North  American  manufacturers  operating  in  numerous  end-use
markets.  Manufacturers  include large international  companies as well as small
regional  firms,  and  no one  manufacturer  dominates.  Competitive  advantages
include  developing  industrial  coatings  and  specialty  chemicals  that  meet
specific  customer  requirements,  pricing  industrial  coatings  and  specialty
chemicals  competitively and rapidly delivering quality products.  Technological
developments  that reduce negative  environmental  effects are also an important
competitive factor.

Lilly  is one of the  top  five  industrial  coatings  and  specialty  chemicals
manufacturers  in North  America,  one of the top 15  worldwide.  While Lilly is
among the top five North American producers of industrial coatings and specialty
chemicals,  some  competitors  are generally more  diversified  and have greater
financial  resources  than the Company.  Major  competitors  include Akzo Nobel;
Ferro Corporation; BASF; The Sherwin-Williams Company; PPG Industries, Inc.; and
The Valspar Corporation.

End Use Markets

The Company focuses on three end use markets, wood coatings; metal coatings; and
composites and glass coatings.  These three markets  accounted for approximately
46%,  43%, and 11% of the  Company's  fiscal 1999 net sales,  respectively.  The
following provides a summary of these markets.


<PAGE>




Wood Coatings.  Lilly's wood coatings provide a full range of  custom-formulated
coatings  designed  to  enhance  the  beauty  of wood  while  providing  maximum
durability  for products  such as  residential  and office  furniture,  building
products  and kitchen  cabinets.  Wood  coatings  are  manufactured  at six U.S.
locations, as well as five foreign facilities located in Canada, China, Ireland,
Malaysia and Taiwan.

Metal Coatings.  The Company's metal coatings provide  specialized  coatings for
numerous  applications such as appliances,  building products and fixtures (such
as residential siding,  aluminum gutters,  and metal roofing),  agricultural and
construction  equipment,   furniture,   bicycles,   digital  satellite  systems,
automotive  trim and wheels,  entry and garage  doors,  computers,  window trim,
shelving,  and playground  equipment.  These coatings include traditional liquid
coatings as well as coil coatings and a full range of decorative  and functional
powder  coatings.  The  coil  coatings  process  is  considered  one of the most
environmentally  safe,  energy-efficient  methods of applying  coatings to metal
substrates.   Lilly's  technical   innovation  has  produced   conventional  and
water-borne coil coatings  formulated with proprietary  resins that provide high
durability,  flexibility,  corrosion resistance and chemical resistance.  Powder
coatings are experiencing growth because of their environmental desirability, as
powder   coatings   have  no  solvent   content.   Lilly  powder   coatings  are
environmentally compliant and provide outstanding durability and performance for
both interior and exterior  applications.  Metal  coatings are  manufactured  at
thirteen facilities in the U.S. and facilities in Canada and Germany.

Composites and Glass Coatings.  The Company's  composites  include  gelcoats and
fiberglass  reinforced  plastic  composites  for boats,  recreational  vehicles,
cultured  marble  vanity  tops,  custom van and truck  components  and  personal
watercraft.  Lilly's glass coatings are well recognized globally.  The Company's
glass coatings provide mirror  manufacturers  with everything  needed to convert
glass into mirrors of premier  quality.  Glass coatings are  manufactured at one
U.S. facility located in Connecticut,  and foreign  facilities located in Canada
and Germany.

Distribution and Customers

Lilly's  technical sales force of  approximately  700 people market and sell its
industrial  coatings and specialty  chemicals  directly to over 6,000  customers
throughout the world. Most of the Company's customers are located throughout the
United States and Canada,  with the remaining  customers  concentrated in Europe
and  Asia-Pacific.  The Company is not dependent upon any single customer or few
customers.  The loss of any single  customer  would not have a material  adverse
impact on the Company.  No single customer of the Company  represented more than
5% of net sales.  International  sales,  including  U.S.  exports,  were  $176.6
million in fiscal  year  1999,  which  represented  27% of  consolidated  sales.
Information  concerning the Company's net sales,  operating income and assets in
foreign  countries and the United States for the three years ended  November 30,
1999 is set forth in Note 9 in the Notes to Consolidated Financial Statements in
the Company's 1999 Annual Report to Shareholders,  which is incorporated  herein
by reference.


<PAGE>



The Company has no significant  order backlog.  No material part of the business
is  subject  to   re-negotiation  of  profit  or  termination  of  contracts  or
subcontracts  at the election of any  governments.  Historically,  first quarter
operating results are below operating  results for the second,  third and fourth
quarters  due to the lower  demand for  industrial  production  which  typically
occurs in December.

Raw Materials

Raw  materials  are the  largest  single  cost in the  industrial  coatings  and
specialty  chemicals  business,  representing about half of the selling price of
most products.  The typical product  consists of pigments  dispersed in a liquid
known as the "vehicle," which is usually composed of one or more polymers, and a
solvent.  The solvent helps the product coat the substrate;  the polymers form a
film to hold the product  coating in place after the solvent has  evaporated and
provides the unique performance characteristics of the product coating. Solvents
are typically  petrochemical-based products that evaporate quickly. However, the
use of  petrochemical-based  solvents is declining as  environmentally  friendly
technologies, such as water-borne liquid and powder coatings, gain market share.
The pigment,  usually an inorganic substance,  provides the color. "Fillers" and
"extender  pigments" provide gloss and sheen control,  while specialty chemicals
known as additives,  enhance the flow and application  properties of the product
coating.

The Company  manufactures its industrial coatings and specialty chemicals from a
variety of polymers,  pigments,  solvents and other chemicals, the bulk of which
are obtained from petrochemical feed stocks. In addition to petrochemicals,  the
Company uses both silver and copper.  Under normal conditions,  all of these raw
materials are available on the open market, although prices and availability are
subject to fluctuation  from time to time.  Lilly,  like most other companies in
the  industrial  coatings and specialty  chemicals  industry,  uses a variety of
organic and  inorganic  materials in its  products.  No single raw material cost
currently accounts for over 5% of net sales and most account for less than 1% of
net sales.

The Company's  largest single raw material cost is for titanium  dioxide (TiO2),
which is a white pigment, and accounts for approximately 30% of pigment usage in
the industrial coatings and specialty  chemicals industry.  The Company's annual
expenditures for TiO2 total approximately 5% of the Company's annual net sales.

Research and Development

Lilly's  Corporate  Technology  Center,  as well as  laboratories  at its  major
facilities,  emphasize  the  development  of product  finishes to meet  specific
requirements  of  customers  and  the  maintenance  of  quality  throughout  the
manufacturing  process.  They are  also  engaged  in  research  directed  toward
development of new products and new  manufacturing  and application  techniques.
Research and development  expenses were $21.2 million (3.2% of net sales), $20.6
million  (3.3% of net  sales),  and $18.7  million  (3.1% of net  sales) for the
fiscal years 1999, 1998 and 1997, respectively.  Future research and development
expenses as a percent of net sales are  anticipated  to remain at current levels
with emphasis on new product development.

The Company  holds several  patents and  trademarks,  and  considers  patent and
trademark  protection  to be important,  but no  individual  patent is currently
material  to the  Company's  business  as a whole.  The  Company has patents and
licenses for glass  coatings which are material to that specific  business;  and
new patents are continually being developed to sustain the Company's competitive
advantage.

Properties

Lilly maintains thirty principal  facilities,  of which eighteen were located in
the U.S. See Item 2 -  Properties.  The plants range in size from  approximately
260,000 square feet to  approximately  9,000 square feet. The facilities vary in
age and are well  maintained  and adequate for their present  uses.  Utilization
rates vary from site to site depending on capacity,  customers  served and range
of  production  capabilities.  The  Company  believes it can take  advantage  of
special situations (e.g.,  special orders,  new customers,  new technology) that
may arise during the course of an  operating  cycle by adding  capacity  through
incremental  shifts.  Each facility operates technical support centers to assist
customers in addressing both application and processing issues.


<PAGE>



Although  the Company has  traditionally  located its  domestic  plants near its
customer  base,  the  Company  has  begun  to rely on  larger,  more  efficient,
centralized  plants in the U.S.  With  respect to its  foreign  operations,  the
Company  continues  to adhere to its strategy of  following,  and being in close
proximity to its customers as they open plants around the world.

Employees and Collective Bargaining Units

As of  November  30,  1999,  Lilly  employed  approximately  2,400  people.  The
industrial coatings and specialty chemical industry is not heavily unionized and
to the extent there is unionization, it is highly fragmented.  Unionized workers
account  for  approximately  10% of the  Company's  total work force and operate
through five separate unions at six Lilly facilities.  The Company believes its
relations with its employees are good.

Environmental Regulation

The Company's  operations are subject to numerous  foreign,  federal,  state and
local  environmental  laws  and  regulations   relating  to  protection  of  the
environment,  employee health and safety, and the discharge,  storage, treatment
and disposal of hazardous  materials.  In the United States,  these laws include
the  Comprehensive  Environmental  Response,   Compensation  and  Liability  Act
("CERCLA" or "Superfund"), the Resource Conservation and Recovery Act, the Clean
Water  Act,  and the  Clean  Air Act.  Certain  operations  of the  Company  use
pigments,  resins  and  solvents  that  contain  chemicals  that are  considered
hazardous under various  environmental  laws.  Accordingly,  management  closely
monitors the Company's environmental  performance at its facilities.  Management
believes  the  Company  is  in   compliance   in  material   respects  with  all
environmental laws and regulations.

CERCLA  imposes  joint and  several  liability,  without  regard to fault or the
legality  of the  original  conduct,  on certain  classes  of  persons  that are
considered to have  contributed to the release of hazardous  substances into the
environment.  These persons include the owner and operator of the site where the
release  occurred and  companies  that  disposed or arranged for disposal of the
hazardous  substances  found  at the  site.  The  Company  has  been  named as a
potentially  responsible  party  ("PRP")  by  the  United  States  Environmental
Protection  Agency  ("EPA") or similar  state  agencies  with respect to several
inactive waste  processing  and/or disposal sites where clean-up costs have been
incurred  or may be  incurred.  In  addition  to these  sites,  the  Company  is
currently investigating and remediating on-site disposal areas at certain of its
current and former facilities.

The Company  continually  assesses  its  environmental  matters and  establishes
reserves to provide for these matters as they arise. The Company's experience to
date leads it to believe it will have  continuing  expenditures  for  compliance
with provisions regulating protection of the environment and remediation efforts
at waste and manufacturing sites. However, management believes such expenditures
will not have a material  adverse  effect on operating  results or the financial
position of the Company as a whole.

Under the Clean Air Act  Amendments  of 1990  ("CAAA"),  the EPA is  required to
regulate  volatile organic compound ("VOC") emissions from a variety of consumer
and commercial products,  including industrial coatings and specialty chemicals.
Accordingly,  the EPA has  issued  various  regulations  that  limit  VOCs  from
industrial  coatings  and  specialty  chemicals.  Although  the  Company  cannot
accurately assess the impact of these regulations prior to their promulgation or
implementation  in final form,  based on currently  available  information,  the
Company  believes these  regulations  will not have a material adverse effect on
the operating results or the financial position of the Company as a whole.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains  statements  which  constitute  forward
looking  statements  within the  meaning of Section 27A of the  Securities  Act.
Discussions  containing such forward  looking  statements may be found under the
captions  "Management's  Discussion  and Analysis of Results of  Operations  and
Financial Condition  ("MD&A"),  and "Business," as well as elsewhere within this
Report.  Forward looking  statements  include  statements  regarding the intent,
belief or current  expectations  of the Company,  primarily  with respect to the
future operating  performance of the Company or related  industry  developments.
When used in this Report,  terms such as  "anticipate,"  "believe,"  "estimate,"
"expect,"  "intend,"  "indicate," "may be," "objective,"  "plan," "predict," and
"will be" are intended to identify such statements.  Forward looking  statements
are not guarantees of future  performance  and involve risks and  uncertainties.
Forward looking statements are based upon management's  expectations at the time
they are made.  Actual results could differ  materially  from those projected in
the forward  looking  statements as a result of the risk factors set forth below
and the matters set forth in this Report generally, many of which are beyond the
control of the Company. The Company cautions the reader,  however, the following
list of factors may not be exhaustive.


<PAGE>



Sensitivity to General Economic and Industry Conditions

The Company's  business,  and the  industrial  coatings and specialty  chemicals
industry as a whole, is cyclical in nature and affected by the general trends of
the economy.  In  particular,  consumer  behavior and  confidence,  the level of
personal  discretionary  spending,  housing  activity,  interest  rates,  credit
availability,  and demographics influence the Company's end use markets, such as
the  housing,  building  products,   construction  and  agricultural  equipment,
appliance, furniture and automotive industries. During economic downturns, these
industries  tend to experience  declines,  which in turn diminish demand for the
Company's products.

Effects of Leverage

The Company's level of indebtedness  will have several  important effects on its
operations  including (i) a substantial  portion of the Company's cash flow from
operations  will be dedicated to debt service  obligations,  (ii) the  covenants
contained in the Company's  revolving credit facility and senior notes may limit
the  Company's  ability  to borrow  additional  funds,  and (iii) the  Company's
leveraged  financial  position may make the Company more  vulnerable to economic
downturns and may limit its ability to withstand competitive pressures, and plan
for, or react to, changes in market conditions.

Environmental Matters

The operations of the Company,  like those of other  companies in the industrial
coatings and  specialty  chemicals  industry,  are subject to numerous  foreign,
federal,  state and local environmental laws and regulations.  While the Company
believes it is currently in material compliance with environmental requirements,
any failure to comply with such present and future  requirements  could  subject
the  Company  to  future   liabilities.   The   imposition  of  more   stringent
environmental  requirements,  or a  determination  the  Company  is  potentially
responsible  for site  remediation  where  contamination  is not presently known
could result in expenditures for which no accrual has been made.

Mature Industry

The industrial coatings and specialty chemicals industry is a mature business in
the U.S., growing in line with industrial production. Long-term annual growth in
the U.S.  industrial  coatings and specialty  chemicals industry is projected in
the 1% to 2% range.  To expand  and  remain  competitive,  the  Company  will be
required to continue (i) to develop industrial  coatings and specialty chemicals
that  meet  specific  customer  requirements,  (ii) to  price  those  industrial
coatings and specialty  chemicals  competitively,  and (iii) to deliver  quality
products on time.  In  addition,  the  Company  will also need to keep pace with
technological  developments to remain  competitive,  particularly  technological
developments that relate to environmental demands such as reductions of volatile
organic compound emissions imposed by government regulations.

Raw Materials

Approximately 50% of the Company's operating costs are typically attributable to
the cost of raw materials.  The cost of these raw  materials,  most of which are
derived from  petrochemical  products,  depends on numerous  factors,  including
changes in the economy,  the level of foreign and domestic  production,  and the
crude oil supply and demand balance.  A rise in the price of raw materials could
materially  increase the Company's  operating costs and thereby adversely affect
its profit margins.

International Operations

During fiscal 1999, the Company's  international  sales,  including U.S. exports
accounted for approximately 27% of total sales, and this percentage may increase
in the coming years. The Company's  international  operations  subject it to the
risks of doing business abroad,  including currency fluctuations,  various trade
barriers,  restrictions on the transfer of funds, greater difficulty in accounts
receivable collection, burdens of complying with a wide variety of foreign laws,
and, in certain parts of the world, economic, social, and political instability,
any of which could have an adverse  effect on the Company's  financial  position
and results of operations.


<PAGE>



                        Executive Officers of the Company

The  executive  officers of the  Company,  the age of each,  the  positions  and
offices  held by each during the last five years,  and the period  during  which
each has served in such positions and offices are as follows:

Name of
Executive Officer          Age           Positions and Offices Held
-----------------          ---           --------------------------
Douglas W. Huemme          58            Director since 1990; Chairman and
                                         Chief Executive Officer of the
                                         Company since prior to 1995;
                                         President from prior to 1995 to
                                         April, 1999.

Robert A. Taylor           45            Director since April, 1997;
                                         President since April, 1999;
                                         Chief Operating Officer since
                                         February, 1997; Executive Vice
                                         President from February, 1997 to
                                         April, 1999; Vice President
                                         and General Manager, Wood
                                         Coatings from prior to 1995 to
                                         February, 1997;

Larry H. Dalton            52            Vice President - Manufacturing
                                         and Engineering since prior to
                                         1995.

William C. Dorris          56            Director since 1989; Vice
                                         President - Corporate Development since
                                         prior to 1995.

John C. Elbin              46            Director since April, 1999,
                                         Vice President, Chief Financial
                                         Officer and Secretary since
                                         April, 1997 when he joined the Company;
                                         Senior Vice
                                         President and Chief Financial
                                         Officer of Pet Incorporated
                                         from prior to 1995 to 1995.

A. Barry Melnkovic         42            Vice President - Human
                                         Resources since April, 1996;
                                         Director, Corporate Employee &
                                         Labor Relations and Director
                                         Corporate Compensation and
                                         Benefits, Cummins Engine
                                         Company, Inc., from prior to
                                         1995 to 1996.

Kenneth L. Mills           51            Corporate Controller since 1999.
                                         Corporate Accounting Director
                                         from prior to 1995 to 1999.  Assistant
                                         Secretary since prior to 1995.

Each  executive  officer  will serve as such until his  successor  is chosen and
qualified. No family relationships exist among the Company's executive officers.


<PAGE>



Item 2.  Properties.

The Company has thirty  principal  facilities.  The  locations  and  approximate
square footage at those facilities are as follows:

Location                                             Square Feet

High Point, North Carolina (2 locations)                320,000
Indianapolis, Indiana                                   260,000
Grand Rapids, Michigan                                  165,000
North Kansas City, Missouri                             138,000
Eschweiler, Germany                                     121,000
Fremont, Michigan                                       120,000
London, Ontario, Canada                                 103,000
Cornwall, Ontario, Canada                                97,000
Bowling Green, Kentucky                                  94,000
Moline, Illinois                                         76,000
Kaohsiung Hsien, Taiwan, R.O.C.                          64,000
Montebello, California                                   58,000
Charlotte, North Carolina                                57,000
Rocky Hill, Connecticut                                  57,000
Gardena, California                                      52,000
Paulsboro, New Jersey                                    47,000
Dallas, Texas                                            36,000
Little Rock, Arkansas                                    35,000
Guadalupe, Mexico                                        35,000
Seattle, Washington                                      30,000
Elkhart, Indiana                                         25,000
Dongguan, China                                          25,000
Selangor, Malaysia                                       20,000
Davie, Florida                                           14,000
Ballinamore, Ireland                                     12,000
Abingdon, England                                        12,000
Wallenfels, West Germany                                  9,000
North Sydney, Australia                                   1,000
Singapore                                                 1,000

All of these principal  facilities  noted above are owned directly or indirectly
by the  Company,  except  for  leased  facilities  in  Grand  Rapids,  Michigan;
Dongguan, China; Selangor,  Malaysia;  Abingdon,  England;  Singapore; and North
Sydney, Australia.

Item 3.  Legal Proceedings.

The Company is involved in various  litigation and other asserted and unasserted
claims arising in the ordinary course of business, primarily relating to product
warranty and clean-up costs at independently  operated waste  treatment/disposal
sites previously used by the Company or the predecessors of businesses purchased
by the Company.  While the results of lawsuits or other proceedings  against the
Company cannot be predicted with certainty,  management  believes that uninsured
and unreserved  losses,  if any, arising from these  proceedings will not have a
material  adverse effect on the business or consolidated  financial  position of
the Company.


<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was  submitted  during the fourth  quarter of fiscal 1999 to a vote of
security holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.               Market for Company's Common Equity and Related
                      Stockholder Matters.


The information  required by this item is incorporated by reference  herein from
the information included under caption "Stock Trading and Dividend  Information"
in the Company's 1999 Annual Report to  Shareholders  and is included in Exhibit
13. There is no public trading market for the Company's Class B Common Stock.

Item 6.               Selected Financial Data.


The information  required by this item is incorporated by reference  herein from
the  information  included under the caption  "Selected  Financial  Data" in the
Company's 1999 Annual Report to Shareholders and is included in Exhibit 13.

Item 7.               Management's Discussion and Analysis of Results of
                      Operations and Financial Condition.


The information  required by this item is incorporated by reference  herein from
the information included under the caption "Management's Discussion and Analysis
of Results of Operations  and Financial  Condition" in the Company's 1999 Annual
Report to Shareholders and is included in Exhibit 13.

Item 7A.             Quantitative and Qualitative Disclosures About Market Risk.


The  Company  is subject to market  risk in the form of  interest  rate risk and
foreign  currency  risk.  Both interest rate risk and foreign  currency risk are
immaterial to the Company.

Item 8.               Financial Statements and Supplementary Data.


The  consolidated  financial  statements  of the  Company  are  incorporated  by
reference from the Company's 1999 Annual Report to Shareholders and are included
in Exhibit 13.

Item 9.               Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure.


No  information  is  required  to be  disclosed  under this item of this  report
pursuant to Instruction 1 to Item 304 of Regulation S-K.


<PAGE>



                                    PART III

Item 10.              Directors and Executive Officers of the Company.


The  information  required by this item with respect to directors of the Company
is incorporated  herein by reference from the section entitled  "Proposal Number
One, Election of Directors" of the Company's definitive Proxy Statement relating
to its Annual Meeting of Shareholders to be held March 31, 2000. See Part I, for
a list of the  Company's  executive  officers,  and their  ages,  positions  and
offices.

Item 11.              Executive Compensation.


The information  required by this item is incorporated  herein by reference from
the section  entitled  "Compensation  of Executive  Officers"  of the  Company's
definitive Proxy Statement  relating to its Annual Meeting of Shareholders to be
held March 31, 2000.

Item 12.              Security Ownership of Certain Beneficial Owners and
                      Management.


The information  required by this item is incorporated  herein by reference from
the  sections  entitled  "Share  Ownership  of Certain  Beneficial  Owners"  and
"Proposal Number One,  Election of Directors" of the Company's  definitive Proxy
Statement  relating to its Annual Meeting of  Shareholders  to be held March 31,
2000.

Item 13.              Certain Relationships and Related Transactions.


The  information  required  by this  item,  if any,  is  incorporated  herein by
reference from the section entitled "Proposal Number One, Election of Directors"
of the Company's  definitive  Proxy statement  relating to its Annual Meeting of
Shareholders to be held March 31, 2000.


<PAGE>



                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)-1    The following  items,  included in the  Company's  1999 Annual
                  Report to Shareholders,  are incorporated  herein by reference
                  and are included herein in Exhibit 13.

                  Report of Independent Auditors

                  Consolidated Balance Sheets -- November 30, 1999 and 1998

                  Consolidated  Statements of Income -- Years ended November 30,
                  1999, 1998 and 1997

                  Consolidated  Statements of Cash Flows -- Years ended November
                  30, 1999, 1998 and 1997

                  Consolidated Statements of Shareholders' Equity -- Years ended
                  November 30, 1999, 1998 and 1997

                  Notes to  Consolidated  Financial  Statements  -- November 30,
                  1999

         (a)-2    The following  financial statement schedule is filed as a part
                  of this report.

                  Schedule II

                  Valuation and Qualifying Accounts

All other  schedules for which  provision is made in the  applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.


<PAGE>



         (a)-3    Exhibits.

                  Exhibits Incorporated by Reference

                                  EXHIBIT INDEX

Exhibit No.                                Description

2              Merger Agreement, dated March 4, 1996, by and among Lilly
               Industries, Inc., LP Acquisition Corporation and Guardsman
               Products, Inc. This exhibit is incorporated by reference to
               Exhibit 2 to Lilly Industries, Inc.'s Form 8-K Current Report
               filed with the SEC on April 22, 1996.

3.1            Restated Articles of Incorporation of Lilly Industries, Inc., as
               amended. This exhibit is incorporated by reference to Exhibit
               3(a) to Lilly Industries, Inc.'s Form 10-K Annual Report for the
               fiscal year ended November 30, 1996.

3.2            Restated By-Laws of Lilly Industries, Inc., as amended. This
               exhibit is incorporated by reference to Exhibit 3(b) to Lilly
               Industries, Inc.'s Form 10-K Annual Report for the fiscal year
               ended November 30, 1993.

4.1            Indenture, dated November 10, 1997,between Lilly Industries, Inc
               and Harris Trust and Savings Bank. This exhibit is incorporated
               by reference to Exhibit 4.1 to Lilly Industries, Inc.'s
               Registration Statement on Form S-4 filed with the Commission on
               December 5, 1997 (Commission No. 333-41587).

4.2            Credit   Agreement,   dated  October  24,  1997,   between  Lilly
               Industries,  Inc., the Lenders Signatory  thereto,  and NBD Bank,
               N.A.  as Agent.  This  exhiit is  incorporated  by  reference  to
               Exhibit 4.2 to Lilly Industries, Inc.'s Registration Statement on
               Form  S-4  filed  with  the   Commission   on  December  5,  1997
               (Commission No.  333-41587).  First Amendment to Credit Agreement
               among Lilly  Industries,  Inc., the lenders signatory thereto and
               NBD  Bank,  N.A.  as  agent,  dated  as  of  April  4,  1998  is
               incorporated  by  reference  to Exhibit 4.4 to Lilly  Industries,
               Inc.'s Form 10-K Annual Report for the fiscal year ended November
               30, 1998.

4.3            Rights Agreement, dated January 12, 1996, between Lilly
               Industries, Inc. and KeyCorp Shareholder Services, Inc. as Rights
               Agent. This exhibit is incorporated by reference to Exhibit 4 to
               Lilly Industries, Inc.'s Form 8-A filed with the SEC on January
               23, 1996.

10.1           Registration Agreement, dated November 5, 1997, between Lilly
               Industries, Inc. and Salomon Brothers, Inc., Lehman Brothers,
               Inc. and Schroder & Co., Inc. This exhibit is incorporated by
               reference to Exhibit 10.1 to Lilly Industries, Inc.'s
               Registration Statement on Form S-4 filed with the Commission on
               December 5, 1997 (Commission No. 333-41587).

10.2           Form of Exchange Agent Agreement, dated December 22, 1997,
               between Lilly Industries, Inc. and Harris Trust and Savings Bank.
               This exhibit is incorporated by reference to Exhibit 10.2 to
               Lilly Industries, Inc.'s Registration Statement on Form S-4 filed
               with the Commission on December 5,1997 (Commission No.
               333-41587).

*10.3          Lilly Industries, Inc. Unfunded Supplemental Retirement Plan (as
               in effect November 29, 1990). This exhibit is Incorporated by
               reference to Exhibit 10(b) to Lilly Industries, Inc.'s Form 10-K
               Annual Report for the fiscal year ended November 30, 1990.

*10.4          Lilly Industries, Inc. Unfunded Excess Benefit Plan. This exhibit
               is incorporated by reference to Exhibit 10(c) to Lilly
               Industries, Inc.'s Form 10-K Annual Report for the fiscal year
               ended November 30, 1989.

*10.5          Lilly Industries, Inc. Second Unfunded Supplemental Retirement
               Plan (effective June 4, 1990). This exhibit is incorporated by
               reference to Exhibit 10(f) to Lilly Industries, Inc.'s Form 10-K
               Annual Report for the fiscal year ended November 30, 1990.

*10.7          Lilly Industries, Inc. 1991 Director Stock Option Plan. This
               exhibit is incorporated by reference to Exhibit 10(i) to Lilly
               Industries, Inc.'s Form 10-K Annual Report for the fiscal year
               ended November 30, 1991.

*10.8          Lilly Industries, Inc. 1992 Stock Option Plan. This exhibit is
               incorporated by reference to Exhibit 10(j) to Lilly Industries,
               Inc.'s Form 10-K Annual Report for the fiscal year ended November
               30, 1991. First Amendment to Lilly Industries, Inc. 1992 Stock
               Option Plan. This exhibit is incorporated by reference to Exhibit
               10.8 to Lilly Industries, Inc.'s Registration Statement on Form
               S-4 filed with the Commission on December 5, 1997 (Commission No.
               333-41587).

*10.9          Lilly Industries, Inc. Executive Retirement Plan (effective as of
               January1, 1996). This exhibit is incorporated by reference to
               Exhibit 10(i) to Lilly Industries, Inc.'s Form 10-K Annual Report
               for the fiscal year ended November 30, 1996.

*10.10         Lilly Industries, Inc. Retirement Plan (effective as of January
               1, 1996) and Trust Agreement for Lilly Industries, Inc.
               Replacement Plan between Lilly Industries, Inc. and Bankers Trust
               Company of Des Moines, dated September 27, 1996. This exhibit is
               incorporated by reference to Exhibit 10(j) to Lilly Industries,
               Inc.'s Form 10-K Annual Report for the fiscal year ended November
               30, 1996.

*10.11         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Hugh M. Cates. This exhibit is
               incorporated by reference to Exhibit 10(1) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.12         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Larry H. Dalton. This exhibit is
               incorporated by reference to Exhibit 10(2) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.13         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and William C. Dorris. This exhibit is
               incorporated by reference to Exhibit 10(3) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.


<PAGE>




*10.14         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and John C. Elbin. This exhibit is
               incorporated by reference to Exhibit 10(4) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.15         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Ned L. Fox. This exhibit is incorporated
               by reference to Exhibit 10(5) to Lilly Industries, Inc.'s Form
               10-Q Quarterly Report for the fiscal quarter ended August 31,
               1997.

*10.16         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Douglas W. Huemme. This exhibit is
               incorporated by reference to Exhibit 10(6) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.17         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and A. Barry Melnkovic. This exhibit is
               incorporated by reference to Exhibit 10(7) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.18         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and John D. Million. This exhibit is
               incorporated by reference to Exhibit 10(8) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.19         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Kenneth L. Mills. This exhibit is
               incorporated by reference to Exhibit 10(9) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.20         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Gary D. Missildine. This exhibit is
               incorporated by reference to Exhibit 10(10) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.21         Change in Control Agreement, dated September 5, 1997, by and
               between Registrant and Robert A. Taylor. This exhibit is
               incorporated by reference to Exhibit 10(11) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.22         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Keith C. Vander Hyde, Jr. This exhibit is
               incorporated by reference to Exhibit 10(12) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*10.23         Change in Control Agreement, dated September 26, 1997, by and
               between Registrant and Jay M Wiegner. This exhibit is
               incorporated by reference to Exhibit 10(13) to Lilly Industries,
               Inc.'s Form 10-Q Quarterly Report for the fiscal quarter ended
               August 31, 1997.

*        Management contracts and compensatory plans required to be filed
         pursuant to Item 14(c) of Form 10-K.




<PAGE>



Exhibits Filed Herewith:

4.4      Second Amendment to Credit Agreement among Lilly Industries,  Inc., the
         Lenders  Signatory  thereto and NBD Bank,  N.A., as agent,  dated as of
         August 31, 1999.

4.5      Letter date November 29, 1999  appointing  National  CityBank as Rights
         Agent under the Rights  Agreement  dated January 12, 1996 referenced as
         Exhibit 4.3 to this Form 10-K

10.24    Douglas W. Huemme  Executive  Employment  Agreement dated as of January
         14, 2000.

10.25    Change in Control  Agreement,  dated  February 3, 2000,  by and between
         Registrant and Olin R. Rocker.

10.26    Change in Control  Agreement,  dated  February 3, 2000,  by and between
         Registrant and Alan DeBlandre.

10.27    Change in Control  Agreement,  dated  February 3, 2000,  by and between
         Registrant and Virgil E. Underwood.

13       Excerpts from the Lilly Industries, Inc. 1999 Annual Report.

21       List of Subsidiaries.

23       Consent of Ernst & Young LLP.

27       Financial Data Schedule.




<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: February 25, 2000
                                                  LILLY INDUSTRIES, INC.

                                                  /s/ Douglas W. Huemme
                                                  ------------------------------
                                                  Douglas W. Huemme,
                                                  Chairman and Chief
                                                  Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the dates indicated.

             Signature                   Title                        Date

(1)  Principal Executive
Officer and Director

/s/ Douglas W. Huemme           Chairman and Chief           February 25, 2000
-----------------------         Executive Officer
Douglas W. Huemme

(2)  Principal Financial
     Officer and Director

/s/ John C. Elbin               Vice President,              February 25, 2000
------------------------        Chief Financial Officer
John C. Elbin                   and Secretary

(3)  Principal
Accounting Officer

/s/ Kenneth L. Mills            Corporate Controller         February 25, 2000
-----------------------         and Assistant
Kenneth L. Mills                Secretary




<PAGE>



(4)  A majority of the
Board of Directors

/s/ James M. Cornelius          Director                 February 25, 2000
---------------------------
James M. Cornelius

/s/ William C. Dorris           Director                 February 25, 2000
---------------------------
William C. Dorris

/s/ Paul K. Gaston              Director                 February 25, 2000
---------------------------
Paul K. Gaston

/s/ Harry Morrison, Ph.D.       Director                 February 25, 2000
---------------------------
Harry Morrison, Ph.D.

/s/ Norma J. Oman               Director                 February 25, 2000
---------------------------
Norma J. Oman

/s/ John D. Peterson            Director                 February 25, 2000
---------------------------
John D. Peterson

/s/ Thomas E. Reilly, Jr.       Director                 February 25, 2000
---------------------------
Thomas E. Reilly, Jr.

/s/ Robert A. Taylor            Director                 February 25, 2000
---------------------------
Robert A. Taylor


<PAGE>



                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                     LILLY INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>


COL. A                              COL. B                          COL. C                        COL. D             COL. E
------                              ------                          ------                        ------             ------

                                                                   Additions
Description                         Balance at                                                    Deductions-         Balance
                                    Beginning    Charged to        Charged to     Acquired in      Describe          at End of
                                    of Period    Costs and        Other Accounts   Business                           Period
                                                 Expenditures      -Describe      Combination
<S>                               <C>             <C>              <C>                 <C>           <C>              <C>
Year ended November 30, 1999:
Reserves and allowances
          deducted from asset
          accounts:
Allowance for doubtful
          accounts receivable     $1,981,000      $127,000         $--                 $--           $333,000 (A)     $1,775,000
                                  ==============================================================================================

Year ended November 30, 1998:
Reserves and allowances
          deducted from asset
          accounts:
Allowance for doubtful
          accounts receivable     $2,139,000      $752,000         $--                 $--           $910,000 (A)     $1,981,000
                                  ==============================================================================================

Year ended November 30, 1997:
Reserves and allowances
          deducted from asset
          accounts:
Allowance for doubtful
          accounts receivable     $2,705,759      $538,000         $--                 $--         $1,104,759 (A)     $2,139,000
                                  ==============================================================================================
</TABLE>


Note A - Uncollectible accounts receivable charged off, net of recoveries.