ELI LILLY & Co — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-01-31

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock	M	1386.00	$23.4075	Acquired	12121.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-31	Employee stock option (right to buy)	$23.4075	M	1386.00	Disposed	2005-10-15	Common Stock (1386.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4131.00	Indirect