SEC FORM 3

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^*

PAUL STEVEN M

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2003

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)
	EVP, Science and Technology

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	20,504	D
Common Stock	2,105	I	401(k)
Common Stock	579	I⁽¹⁾	by daughter
Common Stock	38,877	I⁽¹⁾	by wife
Common Stock	589	I⁽¹⁾	by wife as custodian for son

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee stock option (right to buy)	10/17/1997	10/15/2004	Common Stock	18,700	14.66	D
Employee stock option (right to buy)	10/16/1998	10/14/2005	Common Stock	24,000	23.41	D
Employee stock option (right to buy)	10/21/1999	10/20/2006	Common Stock	16,000	34.6	D
Employee stock option (right to buy)	07/21/2000	07/18/2007	Common Stock	100,000	54.8	D
Employee stock option (right to buy)	10/20/2000	10/19/2007	Common Stock	20,000	64.06	D
Employee stock option (right to buy)	10/19/2001	10/17/2008	Common Stock	25,000	74.28	D
Employee Stock Option (right to buy)	10/18/2002	10/16/2009	Common Stock	46,000	66.38	D
Employee stock option (right to buy)	02/20/2004	02/18/2011	Common Stock	75,900	73.98	D
Employee stock option (right to buy)	10/04/2002⁽²⁾	10/04/2011	Common Stock	23,000	79.28	D
Employee stock option (right to buy)	02/19/2005	02/17/2012	Common Stock	46,000	75.92	D
Employee stock option (right to buy)	02/17/2006	02/15/2013	Common Stock	50,000	57.85	D
Employee stock option (right to buy)	12/19/2005⁽³⁾	12/17/2010	Common Stock	100,000	88.41	D

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of these shares.

2. The option vests in two equal annual installments: 50% on 10/04/2002 and 50% on 10/03/2003

3. The option vests as follows: 25% on 12/19/2005, 25% on 12/18/2008, and 50% on 11/02/2009

	Steven M. Paul	07/10/2003
	** 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 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.
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