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: LECHLEITER JOHN C (EVP, Pharmaceutical Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-23	Common Stock	G	761.00	—	Disposed	113590.00	Direct
2004-09-09	Common Stock	G	310.00	—	Disposed	113280.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11300.23	Indirect
Common Stock	18316.00	Indirect
Common Stock	8070.00	Indirect
Common Stock	488.51	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.