ELI LILLY & Co — Director's Dealing 2004

Jun 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-06-16

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-16	Common Stock	M	700.00	$14.6575	Acquired	10523.00	Direct
2004-06-16	Common Stock	F	172.00	$72.62	Disposed	10351.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-16	Employee stock option (right to buy)	$14.6575	M	700.00	Disposed	2004-10-15	Common Stock (700.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4005.00	Indirect