In this paper we demonstrate a cryptanalysis of the stream cipher LILI-128. Our approach to analysis on LILI-128 is to solve an overdefined system of multivariate equations. The LILI-128 keystream generato $r^{[8]}$ is a LFSR-based synchronous stream cipher with 128 bit key. This cipher consists of two parts, “CLOCK CONTROL”, pan and “DATA GENERATION”, part. We focus on the “DATA GENERATION”part. This part uses the function $f_d$. that satisfies the third order of correlation immunity, high nonlinearity and balancedness. But, this function does not have highly nonlinear order(i.e. high degree in its algebraic normal form). We use this property of the function $f_d$. We reduced the problem of recovering the secret key of LILI-128 to the problem of solving a largely overdefined system of multivariate equations of degree K=6. In our best version of the XL-based cryptanalysis we have the parameter D=7. Our fastest cryptanalysis of LILI-128 requires $2^{110.7}$ CPU clocks. This complexity can be achieved using only $2^{26.3}$ keystream bits.