ELI LILLY & Co — Director's Dealing 2004

Feb 17, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2003-12-01

Reporting Person: GOLDEN CHARLES E (Director, Exec. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-19	Common Stock	J	1000.00	—	Disposed	16739.00	Direct
2003-11-19	Common Stock	J	1000.00	—	Acquired	21392.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	942.00	Indirect

Footnotes

F1: Represents transfer of shares to a family limited partnership in which reporting person and his wife are the sole general partner
s.

F2: Held by a family limited partnership of which reporting person and his wife are the sole general partners. Limited partnership interests are held by other members of reporting person's family. Reporting person disclaims beneficial ownership of Lilly common stock held by Golden Associates except to the extent of his pecuniary interest therein.