FORM 10-K/A

                       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, 1996

                                       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.)

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

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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                        Class A Stock, without par value
                     Including Common Share Purchase Rights
                                (Title of class)

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]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of June 30, 1997 was $454,450,000.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of June 30, 1997.

22,735,075  shares of Class A Common Stock,  without par value, including Common
Share Purchase Rights
312,456  shares of Class B Common  Stock,  without par value,  including  Common
Share Purchase Rights


                       DOCUMENTS INCORPORATED BY REFERENCE

Part II: Items 5                      Annual Report to Shareholders for Fiscal
 through 8                            Year Ended November 30, 1996

Part III: Items 10                    Proxy Statement for Annual Meeting of
 through 13                           Shareholders to be held April 24, 1997


                                 Page 1 of Pages
                             Exhibit Index on Page
<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 1996 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, 1996 and 1995

          Consolidated Statements of Income and Retained Earnings -- Years ended
          November 30, 1996, 1995 and 1994

          Consolidated Statements of Cash
          Flows -- Years ended November 30, 1996,
          1995 and 1994

          Notes to Consolidated Financial
          Statements -- November 30, 1996


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


Schedule

          Valuation and Qualifying Accounts


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



                                        1

<PAGE>



(a)-3 Exhibits.

     Exhibits Incorporated by Reference

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

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

     4(b)             See Exhibit 10(h).

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

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

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

     *10(e)           Lilly  Industries,  Inc.  Termination  Benefits  Agreement
                      (form of agreement applicable to 2 officers). This exhibit
                      is  incorporated  by  reference  to  Exhibit  10(g) to the
                      Company's  Form 10-K  Annual  Report for the  fiscal  year
                      ended November 30, 1990.








                                       2
<PAGE>



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

     *10(g)           Lilly  Industries,  Inc.  1992  Stock  Option  Plan.  This
                      exhibit is  incorporated  by reference to Exhibit 10(j) to
                      the Company's  Form 10-K Annual Report for the fiscal year
                      ended November 30, 1991.

     10(h)            Credit Agreement, dated as of April 8, 1996, between Lilly
                      Industries, Inc., the Lenders Signatory thereto, NBD Bank,
                      N.A., as Agent and Harris Trust and Savings Bank, Comerica
                      Bank,   Mercantile   Bank  of  St.  Louis  and  Bank  One,
                      Indianapolis,    N.A.,   Co-Agents.   This   document   is
                      incorporated  by reference  to Exhibit 4 to the  Company's
                      Form 8-K  Current  Report  filed with the SEC on April 22,
                      1996.

     -------------------

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






                                       3
<PAGE>



     Exhibits  Filed  with  the  Company's  10-K  filed  February  27,  1997 and
incorporated by reference thereto:

     3(a)             The   Company's   Amended   and   Restated   Articles   of
                      Incorporation.

     *10(i)           Lilly   Industries,   Inc.   Executive   Retirement   Plan
                      (effective as of January 1, 1996).

     *10(j)           Lilly Industries,  Inc.  Replacement 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.

     11               Computation of Earnings Per Share.

     13               Excerpts from the Lilly Industries, Inc. 1996
                      Annual Report.

     21               List of Subsidiaries.

     23               Consent of Ernst & Young LLP.

     27               Financial Data Schedule.

----------

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



                                       4
<PAGE>

Exhibits filed herewith:

     3(b) The Company's Code of By-Laws, as amended.


(b)  No reports on Form 8-K were filed during the fourth  quarter of fiscal year
     1996.

(c)  The  response  to this  portion  of this item is  submitted  as a  separate
     section of this report.

(d)  The  response  to this  portion  of this item is  submitted  as a  separate
     section of this report. 

     23   Consent of Ernst & Young LLP.













                                       5
<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:         July 21, 1997
                                                 LILLY INDUSTRIES, INC.


                                                 /s/ Douglas W. Huemme
                                                 --------------------------
                                                 Douglas W. Huemme,
                                                 Chairman, President 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                                                   Date
----------------------------                                 ------------------
(1)  Principal Executive
     Officer and Director


/s/ Douglas W. Huemme                                          July 21, 1997
-----------------------           
Douglas W. Huemme, Chairman, President
                   and Chief Executive Officer




(2)  Principal Financial Officer


/s/ John C. Elbon                                              July 21, 1997
-----------------------
John C. Elbon, Vice President
               and Chief Financial Officer


(3)  Principal
     Accounting Officer


/s/ Kenneth L. Mills                                           July 21, 1997
-----------------------          
Kenneth L. Mills, Corporate Accounting Director




<PAGE>

(4)  A majority of the
     Board of Directors


/s/ James M. Cornelius                                         July 21, 1997
----------------------
James M. Cornelius, Director               



/s/ William C. Dorris                                          July 21, 1997
----------------------
William C. Dorris, Director




----------------------
Paul K. Gaston, Director




/s/ Douglas W. Huemme                                          July 21, 1997
----------------------
Douglas W. Huemme, Director




----------------------
Harry Morrison, Ph.D., Director




/s/ Norma J. Oman                                              July 17, 1997
----------------------
Norma J. Oman, Director



/s/ John D. Peterson                                           July 21, 1997
----------------------
John D. Peterson, Director



/s/ Thomas E. Reilly, Jr.                                      July 16, 1997
----------------------
Thomas E. Reilly, Jr., Director




----------------------
Van P. Smith, Director



/s/ Robert A. Taylor                                           July 18, 1997
----------------------
Robert A. Taylor, Director