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: WATANABE AUGUST M (Former EVP, Science and Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-01-08	Common Stock	G	38.00	—	Disposed	499469.00	Direct
2003-06-30	Common Stock	G	1320.00	—	Disposed	498149.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4434.00	Indirect