ELI LILLY & Co — Director's Dealing 2004

Mar 31, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-03-31

Reporting Person: TAUREL SIDNEY (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-31	Common Stock	M	80000.00	$14.6575	Acquired	493125.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Employee stock option (right to buy)	$14.6575	M	80000.00	Disposed	2004-10-15	Common Stock (80000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14572.00	Indirect
Common Stock	1290.00	Indirect
Common Stock	1290.00	Indirect
Common Stock	1290.00	Indirect
Common Stock	95623.00	Indirect
Common Stock	20500.00	Indirect
Common Stock	397.00	Indirect
Common Stock	12372.00	Indirect
Common Stock	47722.00	Indirect
Common Stock	26982.00	Indirect
Common Stock	148465.00	Indirect

Footnotes

F1: Held by Family Limited Partnership 1 in which reporting person is sole general partner. Reporting person's wife and children own limited partnership interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F2: Held by Family Limited Partnership 2 in which an LLC controlled by the reporting person is the sole general partner and the reporting person is the sole limited partner. Reporting person's wife and children own limited partnership interests in Family Limited Partnership 1, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F3: Grantor retained annuity trust established by reporting person. Reporting person is trustee.