ELI LILLY & Co — Director's Dealing 2005

Sep 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-09-15

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-28	Common Stock	G	221	$0.00	Disposed	11900	Direct
2005-09-15	Common Stock	M	2864	$23.4075	Acquired	14764	Direct
2005-09-15	Common Stock	S	2864	$55.45	Disposed	11900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-15	Employee stock option 10/95 (right to buy)	$23.4075	M	2864	Disposed	2005-10-15	Common Stock (2864)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4369	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 December 27, 2004.