ELI LILLY & Co — Director's Dealing 2005

Aug 24, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-08-23

Reporting Person: TAUREL SIDNEY (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-12	Common Stock	G	8279	$0.00	Disposed	464365	Direct
2005-05-13	Common Stock	G	1775	$0.00	Disposed	462590	Direct
2005-07-27	Common Stock	G	184	$0.00	Disposed	462406	Direct
2005-08-23	Common Stock	M	295728	$23.4075	Acquired	766131	Direct
2005-08-23	Common Stock	F	29	$53.73	Disposed	766102	Direct
2005-08-23	Common Stock	F	177200	$53.90	Disposed	588902	Direct
2005-08-23	Common Stock	F	800	$53.91	Disposed	588102	Direct
2005-08-23	Common Stock	F	4800	$53.92	Disposed	583302	Direct
2005-08-23	Common Stock	F	5000	$53.95	Disposed	578302	Direct
2005-08-23	Common Stock	F	2300	$53.96	Disposed	576002	Direct
2005-08-23	Common Stock	F	2027	$53.97	Disposed	573975	Direct
2005-08-23	Common Stock	F	4500	$54.00	Disposed	569475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-23	Employee stock option 10/95 (right to buy)	$23.4075	M	295728	Disposed	2005-10-15	Common Stock (295728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15311	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	100000	Indirect
Common Stock	95623	Indirect
Common Stock	20500	Indirect
Common Stock	10056	Indirect
Common Stock	3516	Indirect
Common Stock	148465	Indirect