FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * PAUL STEVEN M 2. Issuer Name and Ticker or Trading Symbol LILLY ELI & CO [LLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Science and Technology (Last) (First) (Middle) LILLY CORPORATE CENTERLILLY CORPORATE CE 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) INDIANAPOLIS, IN 46285 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 06/02/2004 06/02/2004 G 1,383 D $ 0 18,931 D   Common Stock 06/02/2004 06/02/2004 F4 617 D $ 74.74 18,314 D   Common Stock 09/27/2004 09/27/2004 G 10,314 D $ 0 8,000 (1) D   Common Stock             2,314 I 401(k) Common Stock             579 I (2) by daughter Common Stock 04/13/2004 04/13/2004 G 109 D $ 0 38,843 I (2) by wife Common Stock 06/02/2004 06/02/2004 G 1,383 A $ 0 40,226 I (3) by wife Common Stock 09/27/2004 09/27/2004 G 10,314 A $ 0 50,540 I (3) by wife Common Stock 12/28/2004 12/28/2004 G 234 D $ 0 50,306 (1) I (2) by wife Common Stock             589 I (2) by wife as custodian for son

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PAUL STEVEN M LILLY CORPORATE CENTERLILLY CORPORATE CE INDIANAPOLIS, IN 46285	Â	Â	  EVP, Science and Technology	Â

Signatures

Steven M. Paul		02/14/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Reporting person disclaims beneficial ownership of these shares.
(3)	Represents transfer of shares to wife

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