ELI LILLY & Co — Director's Dealing 2004

Jul 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-07-08

Reporting Person: LECHLEITER JOHN C (EVP, Pharmaceutical Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-08	Common Stock	M	27728.00	$23.4075	Acquired	114351.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-08	Employee stock option (right to buy)	$23.4075	M	27728.00	Disposed	2005-10-14	Common Stock (27728.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11158.23	Indirect
Common Stock	18316.00	Indirect
Common Stock	8070.00	Indirect
Common Stock	488.51	Indirect
Common Stock	493.46	Indirect
Common Stock	956.14	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.