ELI LILLY & Co — Director's Dealing 2005

Jun 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-05-31

Reporting Person: GOLDEN CHARLES E (Director, Exec. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-31	Common Stock	M	29169	$30.095	Acquired	54908	Direct
2005-05-31	Common Stock	S	13400	$58.45	Disposed	41508	Direct
2005-05-31	Common Stock	S	300	$58.49	Disposed	41208	Direct
2005-05-31	Common Stock	S	4500	$58.50	Disposed	36708	Direct
2005-05-31	Common Stock	S	500	$58.51	Disposed	36208	Direct
2005-05-31	Common Stock	S	200	$58.54	Disposed	36008	Direct
2005-05-31	Common Stock	S	200	$58.52	Disposed	35808	Direct
2005-05-31	Common Stock	S	200	$58.55	Disposed	35608	Direct
2005-05-31	Common Stock	S	1480	$58.56	Disposed	34128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-31	Employee stock option 3/96 (right to buy)	$30.095	M	29169	Disposed	2006-03-17	Common Stock (29169)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21392	Indirect
Common Stock	1303	Indirect

Footnotes

F1: The option exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 3, 2005.