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: LECHLEITER JOHN C (EVP, Pharmaceutical Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-17	Common Stock	G	557.00	—	Disposed	89021.00	Direct
2003-12-18	Common Stock	G	523.00	—	Disposed	88498.00	Direct
2003-12-22	Common Stock	G	1875.00	—	Disposed	86623.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10914.23	Indirect
Common Stock	18316.00	Indirect
Common Stock	8070.00	Indirect
Common Stock	488.51	Indirect
Common Stock	493.46	Indirect
Common Stock	956.14	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.