ELI LILLY & Co — Director's Dealing 2004

Apr 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-04-28

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-09	Common Stock	G	117.00	—	Disposed	6823.00	Direct
2004-04-28	Common Stock	A	3000.00	—	Acquired	9823.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3991.00	Indirect

Footnotes

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

F2: Since the date of the reporting person's last ownership report, he transferred 3,793 shares of common stock to his ex-wife pursua
nt to a domestic relations order.