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: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-16	Common Stock	G	216.00	—	Disposed	28661.00	Indirect
2003-12-17	Common Stock	G	213.00	—	Disposed	28448.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20504.00	Direct
Common Stock	2125.00	Indirect
Common Stock	579.00	Indirect
Common Stock	589.00	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.