SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Murphy Anthony John (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2005	3. Issuer Name and Ticker or Trading Symbol LILLY ELI & CO [ LLY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, Human Resources	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,217	D
Common Stock	10,966	I(1)	by wife, E. Murphy

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option 10/01 (right to buy)	10/03/2003	10/04/2011	Common Stock	5,000	79.28	D
Employee stock option 10/97 (right to buy)	10/20/2000	10/19/2007	Common Stock	8,000	64.06	D
Employee stock option 10/98 (right to buy)	10/19/2001	10/17/2008	Common Stock	8,000	74.2813	D
Employee stock option 10/99 (right to buy)	10/18/2002	10/16/2009	Common Stock	10,000	66.375	D
Employee stock option 2/01 (right to buy)	02/20/2004	02/18/2011	Common Stock	12,000	73.98	D
Employee stock option 2/02 (right to buy)	02/18/2005	02/17/2012	Common Stock	10,000	75.92	D
Employee stock option 2/03 (right to buy)	02/16/2006	02/15/2013	Common Stock	10,250	57.85	D
Employee stock option 2/04 (right to buy)	02/15/2007	02/14/2014	Common Stock	15,000	73.11	D
Employee stock option 2/05 (right to buy)	02/11/2008	02/10/2015	Common Stock	12,426	55.65	D
Employee stock option 4/03 (right to buy)	04/27/2006	04/26/2013	Common Stock	12,500	63.67	D

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of these shares.

Remarks:

	Anthony J. Murphy	06/10/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 Anthony J. Murphy, Ph.D.
Lilly Corporate Center
Indianapolis, Indiana
46285




Securities and Exchange Commission
Washington, D.C.
20549

Authorization Regarding Reporting Forms

I hereby authorize
and designate the following persons to sign and file with the Commission on
my behalf Forms 4 and 5 covering my transactions and holdings in the common
stock and other equity securities of Eli Lilly and Company as required by
Section 16 of the Securities Exchange Act of 1934 and the rules thereunder:


	Robert A. Armitage, Lilly Corporate Center, Indianapolis, Indiana



	Alecia A. DeCoudreaux, Lilly Corporate Center, Indianapolis,
Indiana

	James B. Lootens, Lilly Corporate Center, Indianapolis,
Indiana

	Bronwen L. Mantlo, Lilly Corporate Center, Indianapolis,
Indiana

This authorization and designation shall remain in effect
until a written revocation is signed by me and provided to the Commission.


Date:  June 9, 2005


Anthony J. Murphy, Ph.D.