ELI LILLY & Co — Director's Dealing 2005

Oct 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-10-13

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-26	Common Stock	G	86	$0.00	Disposed	16914	Direct
2005-07-28	Common Stock	G	87	$0.00	Disposed	16827	Direct
2005-10-13	Common Stock	M	4272	$23.4075	Acquired	21099	Direct
2005-10-14	Common Stock	M	19728	$23.4075	Acquired	40827	Direct
2005-10-14	Common Stock	F	12165	$52.54	Disposed	28662	Direct
2005-10-14	Common Stock	G	48257	$0.00	Acquired	76919	Direct
2005-10-14	Common Stock	G	48257	$0.00	Disposed	2049	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-13	Employee stock option 10/95 (right to buy)	$23.4075	M	4272	Disposed	2005-10-15	Common Stock (4272)	Direct
2005-10-14	Employee stock option 10/95 (right to buy)	$23.4075	M	19728	Disposed	2005-10-15	Common Stock (19728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2548	Indirect
Common Stock	579	Indirect
Common Stock	589	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2005.

F2: Reporting person disclaims beneficial ownership of these shares.