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 * TAUREL SIDNEY 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 (Last) (First) (Middle) LILLY CORPORATE CENTER 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 07/17/2003(1) 07/17/2003 G4 100,000 D $ 0 434,361 D   Common Stock 02/19/2004 02/19/2004 G 111 D $ 0 434,250 D   Common Stock 05/28/2004 05/28/2004 G 69 D $ 0 434,181 D   Common Stock 06/28/2004 06/28/2004 G 1,974 D $ 0 432,207 D   Common Stock 12/22/2004 12/22/2004 G 12,231 D $ 0 419,976 D   Common Stock             14,908 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 07/17/2003(1) 07/17/2003 G4 100,000 A $ 0 100,000 I by wife, K. Taurel Common Stock             95,623 I (2) Family Limited Partnership (1) Common Stock             20,500 I (3) Family Limited Partnership (2) Common Stock             31,261 I (4) GRAT 2002-4 Common Stock             14,976 I (4) S. Taurel Family Invest. GRAT Common Stock             148,465 I S. Taurel Waterfield GRAT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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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
TAUREL SIDNEY LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285	  X	Â	  Chairman, President and CEO	Â

Signatures

Sidney Taurel		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)	These shares have been erroneously reported as directly owned by Mr. Taurel since their transfer.
(2)	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.
(3)	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.
(4)	Grantor retained annuity trust established by reporting person. Reporting person is trustee.

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