ELI LILLY & Co — Director's Dealing 2004

Sep 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-09-27

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-27	Common Stock	M	18700.00	$14.6575	Acquired	39204.00	Direct
2004-09-27	Common Stock	F	8386.00	$63.66	Disposed	30818.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-27	Employee stock option (right to buy)	$14.6575	M	18700.00	Disposed	2004-10-15	Common Stock (18700.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2296.00	Indirect
Common Stock	579.00	Indirect
Common Stock	28448.00	Indirect
Common Stock	589.00	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.