ELI LILLY & Co — Director's Dealing 2004

Feb 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-02-02

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	M	750.00	$23.4075	Acquired	6940.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-02	Employee stock option (right to buy)	$23.4075	M	750.00	Disposed	2005-10-14	Common Stock (750.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7683.00	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership report, he transferred 6,547 shares of common stock to his ex-wife pursua
nt to a domestic relations order.

F2: Since the date of the reporting person's last ownership report, he transferred the beneficial interest in options to purchase a total of 17,112.5 shares of common stock (5,000 shares of which were part of this stock option grant) to his ex-wife pursuant to a domestic relations order.