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: GRANADILLO PEDRO P (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-06-19	Common Stock	G	123.00	—	Disposed	96706.00	Direct
2003-07-28	Common Stock	G	75.00	—	Disposed	96631.00	Direct
2003-11-05	Common Stock	G	71.00	—	Disposed	96560.00	Direct
2003-11-12	Common Stock	G	1.00	—	Disposed	96559.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31283.00	Indirect
Common Stock	18550.00	Indirect
Common Stock	12634.00	Indirect
Common Stock	46126.00	Indirect
Common Stock	144.00	Indirect

Footnotes

F1: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F2: Held by charitable remainder trust of which reporting person is trustee and sole non-charitable beneficiary. Reporting person disclaims beneficial ownership in the shares held by the CRUT, except to the extent of his pecuniary interest therein.

F3: Family limited partnership of which reporting person is sole general partner. Reporting disclaims beneficial ownership of the sh
ares held by the partnership except to the extent of his pecuniary interest therein.