ELI LILLY & Co — Director's Dealing 2005

Aug 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-08-10

Reporting Person: Canute Scott A (President, Mfg. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-10	Common Stock	G	2091	$0.00	Disposed	3953	Direct
2005-08-15	Common Stock	S	2800	$53.30	Disposed	1153	Direct
2005-08-15	Common Stock	S	400	$53.31	Disposed	753	Direct
2005-08-16	Common Stock	M	4000	$23.40	Acquired	4753	Direct
2005-08-16	Common Stock	M	2000	$34.50	Acquired	6753	Direct
2005-08-10	Common Stock	G	2091	$0.00	Acquired	13948	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-16	Employee stock option 10/95 (right to buy)	$23.4075	M	4000	Disposed	2005-10-15	Common Stock (4000)	Direct
2005-08-16	Employee stock option 10/96 (right to buy)	$34.595	M	2000	Disposed	2006-10-20	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5461	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.