ELI LILLY & Co — Director's Dealing 2005

Aug 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-08-17

Reporting Person: Connelly Deirdre P (President, Lilly USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-17	Common Stock	M	2800	$23.4075	Acquired	6743	Direct
2005-08-17	Common Stock	M	2800	$23.4075	Acquired	9543	Direct
2005-08-17	Common Stock	F	1721	$52.90	Disposed	7822	Direct
2005-08-17	Common Stock	F	1243	$52.73	Disposed	6579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-17	Employee stock option 10/95 (right to buy)	$23.4075	M	2800	Disposed	2005-10-15	Common Stock (2800)	Direct
2005-08-17	Employee stock option 10/95 (right to buy)	$23.4075	M	2800	Disposed	2005-10-15	Common Stock (2800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1512	Indirect