ELI LILLY & Co — Director's Dealing 2005

Mar 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common Stock	S	2000.00	$55.00	Disposed	54299.36	Direct
2005-03-01	Common Stock	M	2000.00	$23.4075	Acquired	56299.36	Direct
2005-03-01	Common Stock	S	2000.00	$56.08	Disposed	54299.36	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-01	Employee stock option (right to buy)	$23.4075	M	2000.00	Disposed	2005-10-15	Common Stock (2000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1072.00	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on Februar
y 2, 2005.