ELI LILLY & Co — Director's Dealing 2004

Dec 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-12-20

Reporting Person: TALLARIGO LORENZO (President, Internat'l Opers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-20	Common Stock	A	15000.00	—	Acquired	48699.36	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1049.00	Indirect

Footnotes

F1: Shares were acquired as a compensatory grant for no consideration.