SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAUREL SIDNEY (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LILLY ELI & CO [ LLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/04/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2003	02/13/2003	G		2,345	D	$0	459,279	D
Common Stock	03/25/2003	03/25/2003	G		700	D	$0	458,579	D
Common Stock	05/13/2003	05/13/2003	G		40	D	$0	458,539	D
Common Stock	11/04/2003	11/04/2003	M		80,000	A	$14.6575	538,539	D
Common Stock	11/04/2003	11/04/2003	M		4,272	A	$23.4075	542,811	D
Common Stock	11/04/2003	11/04/2003	M		2,890	A	$34.595	545,701	D
Common Stock								14,379	I	401(k) Plan
Common Stock								1,290	I	by child, A. Taurel
Common Stock								1,290	I	by child, O. Taurel
Common Stock								1,290	I	by child, P. Taurel
Common Stock								95,623	I(1)	Family Limited Partnership(1)
Common Stock								20,500	I(2)	Family Limited Partnership(2)
Common Stock								4,399	I(3)	GRAT 00.8-4
Common Stock								18,608	I(3)	GRAT 01-3
Common Stock								56,576	I(3)	GRAT 2002-4
Common Stock								30,768	I(3)	S. Taurel Family Invest. GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$14.6575	11/04/2003	11/04/2003	M			80,000	10/17/1997	10/15/2004	Common Stock	80,000	(4)	80,000	D
Employee stock option (right to buy)	$23.4075	11/04/2003	11/04/2003	M			4,272	10/16/1998	10/14/2005	Common Stock	4,272	(4)	295,728	D
Employee stock option (right to buy)	$34.595	11/04/2003	11/04/2003	M			2,890	10/21/1999	10/20/2006	Common Stock	2,890	(4)	147,110	D

Explanation of Responses:

1. Held by Family Limited Partnership 1 in which reporting person is sole general partner. Reporting person's wife and children own limited partnership interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

2. Held by Family Limited Partnership 2 in which an LLC controlled by the reporting person is the sole general partner and the reporting person is the sole limited partner. Reporting person's wife and children own limited partnership interests in Family Limited Partnership 1, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

3. Grantor retained annuity trust established by reporting person. Reporting person is trustee.

4. Not applicable to the exercise of this employee stock option.

Remarks:

	Bronwen Mantlo for Sidney Taurel, authorization on file	11/06/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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