ELI LILLY & Co — Director's Dealing 2005

Oct 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-10-07

Reporting Person: SANTINI GINO (Sr.VP, Corp. Strategy & Policy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-07	Common Stock	M	27728	$23.4075	Acquired	102910	Direct
2005-10-07	Common Stock	F	16865	$54.01	Disposed	86045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-07	Employee stock option 10/95 (right to buy)	$23.4075	M	27728	Disposed	2005-10-15	Common Stock (27728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1520	Indirect
Common Stock	2070	Indirect
Common Stock	2070	Indirect
Common Stock	2292	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 February 2, 2005.

F2: Reporting person disclaims beneficial ownership of these shares.