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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000811/0000950152-00-005888/0000950152-00-005888.txt : 20000921
<SEC-HEADER>0000950152-00-005888.hdr.sgml : 20000921
ACCESSION NUMBER:		0000950152-00-005888
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20000811

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LILLY ELI & CO
		CENTRAL INDEX KEY:			0000059478
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2834
]		IRS NUMBER:				350470950
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13G/A
			SEC ACT:		
			SEC FILE NUMBER:	005-17885
			FILM NUMBER:		692907
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		LILLY CORPORATE CTR
				STREET 2:		DROP CODE 1112
				CITY:			INDIANAPOLIS
				STATE:			IN
				ZIP:			46285
				BUSINESS PHONE:		3172762000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		LILLY CORPORATE CENTER
					STREET 2:		DROP CODE 1112
					CITY:			INDIANAPOLIS
					STATE:			IN
					ZIP:			46285
</MAIL-ADDRESS>
</SUBJECT-COMPANY>

					FILED BY:		

						COMPANY DATA:	
							COMPANY CONFORMED NAME:			NATIONAL CITY CORP
							CENTRAL INDEX KEY:			0000069970
							STANDARD INDUSTRIAL CLASSIFICATION:	 [6021
]							IRS NUMBER:				341111088
							STATE OF INCORPORATION:			DE
							FISCAL YEAR END:			1231
</COMPANY-DATA>

							FILING VALUES:
								FORM TYPE:		SC 13G/A
</FILING-VALUES>

								BUSINESS ADDRESS:	
									STREET 1:		1900 E NINTH ST
									CITY:			CLEVELAND
									STATE:			OH
									ZIP:			44114
									BUSINESS PHONE:		2165752000
</BUSINESS-ADDRESS>

									MAIL ADDRESS:	
										STREET 1:		1900 EAST NINTH STREET
										CITY:			CLEVELAND
										STATE:			OH
										ZIP:			44114
</MAIL-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>sc13ga.txt
<DESCRIPTION>ELI LILLY & COMPANY/NAT'L. CITY CORP.   SC 13G/A
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*

                               Eli Lilly & Company
- ------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- - ----------------------------------------------------------------------
                         (Title of Class of Securities)


                                   532457-10-8
                          ----------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                Page 1 of 3 Pages




<PAGE>   2


Item 1.

       (a)   Issuer:                            Eli Lilly & Company
       (b)   Principal executive office:        Lilly Corporate Center
                                                Indianapolis, IN 46285

Item 2.

       (a)   Person filing:                     National City Corp.
       (b)   Principal business office:         1900 East Ninth Street
                                                Cleveland, Ohio 44114

       (c)   Citizenship:                       United States
       (d)   Class:                             Common Stock
       (e)   CUSIP:                             532457108

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

       Not Applicable

Item 4.      Ownership.

       (a)   Amount beneficially owned as of June 30, 2000:
                           68,526,684

(b) Percent of class: 6.07%
(c) (i)    Sole power to vote or direct vote: 18,909,970
(ii)    Shared  power to vote or direct vote: 105,806
            (iii)   Sole power to dispose or direct disposition: 53,091,597
            (iv)   Shared powerto dispose or direct disposition: 13,929,119

Item 5.      Ownership of Five Percent or Less of a Class:

             Not Applicable

Item 6.      Ownership of More than Five Percent on Behalf of Another Person:

             Not Applicable



                                Page 2 of 3 Pages



<PAGE>   3



Item 7.      Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on By the Parent Holding Company:

             Not Applicable

Item 8.      Identification and Classification of Members of the Group:

             Not Applicable

Item 9.      Notice of Dissolution of Group:

             Not Applicable

Item 10.          Certification

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.


SIGNATURE:

After reasonable 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.

                                       August 10, 2000

                                       Date

                                        John P. Rusin
                                      --------------------------------
                                       John P. Rusin

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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