ELI LILLY & Co — Director's Dealing 2005

May 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-05-02

Reporting Person: TALLARIGO LORENZO (President, Internat'l Opers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-02	Common Stock	M	2000	$23.4075	Acquired	57060	Direct
2005-05-02	Common Stock	F	1171	$58.47	Disposed	55889	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-02	Employee stock option 10/95 (right to buy)	$23.4075	M	2000	Disposed	2005-10-15	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1218	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2005.