ELI LILLY & Co — Director's Dealing 2005

Feb 15, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2004-12-31

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-02	Common Stock	G	1383.00	—	Disposed	18931.00	Direct
2004-06-02	Common Stock	F	617.00	$74.74	Disposed	18314.00	Direct
2004-09-27	Common Stock	G	10314.00	—	Disposed	8000.00	Direct
2004-04-13	Common Stock	G	109.00	—	Disposed	38843.00	Indirect
2004-06-02	Common Stock	G	1383.00	—	Acquired	40226.00	Indirect
2004-09-27	Common Stock	G	10314.00	—	Acquired	50540.00	Indirect
2004-12-28	Common Stock	G	234.00	—	Disposed	50306.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2314.00	Indirect
Common Stock	579.00	Indirect
Common Stock	589.00	Indirect

Footnotes

F1: Beginning with Dr. Paul's Form 3, dated July 1, 2003, 10,504 shares belonging to his wife have been erroneously reported as direc
tly owned. The totals have been adjusted in this filing.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Represents transfer of shares to wife