ELI LILLY & Co — Director's Dealing 2005

Aug 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-08-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-03	Common Stock	M	2000	$34.60	Acquired	5953	Direct
2005-08-03	Common Stock	M	4000	$23.41	Acquired	9953	Direct
2005-08-03	Common Stock	F	1491	$54.88	Disposed	8462	Direct
2005-08-03	Common Stock	F	2418	$54.88	Disposed	6044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-03	Employee stock option 10/95 (right to buy)	$23.4075	M	4000	Acquired	2005-10-15	Common Stock (4000)	Direct
2005-08-03	Employee stock option 10/96 (right to buy)	$34.595	M	2000	Acquired	2006-10-20	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5461	Indirect