ELI LILLY & Co — Director's Dealing 2004

Mar 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-03-11

Reporting Person: SANTINI GINO (President, US Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-11	Common Stock	M	15880.00	$12.3125	Acquired	66668.00	Direct
2004-03-11	Common Stock	F	6816.00	$70.49	Disposed	59852.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-11	Employee stock option (right to buy)	$12.3125	M	15880.00	Disposed	2004-04-20	Common Stock (15880.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1214.00	Indirect
Common Stock	2070.00	Indirect
Common Stock	2070.00	Indirect
Common Stock	2292.00	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.