ELI LILLY & Co — Director's Dealing 2005

Feb 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-02-07

Reporting Person: SANTINI GINO (President, US Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-07	Common Stock	S	6000.00	$56.00	Disposed	75182.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1336.00	Indirect
Common Stock	2070.00	Indirect
Common Stock	2070.00	Indirect
Common Stock	2292.00	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.