EXHIBIT 11. STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE

(Unaudited)

ELI LILLY AND COMPANY AND SUBSIDIARIES

	Three Months Ended
	March 31,
	2004		2003
BASIC
Net income	$	400.4	$	407.0
Average number of common shares outstanding		1,080.3		1,076.1
Contingently issuable shares		—		—
Adjusted average shares		1,080.3		1,076.1
Basic earnings per share	$	.37	$	.38
DILUTED
Net income	$	400.4	$	407.0
Average number of common shares outstanding		1,080.3		1,076.1
Incremental shares — stock options and contingently issuable shares		6.7		7.1
Adjusted average shares		1,087.0		1,083.2
Diluted earnings per share	$	.37	$	.38

Dollars and shares in millions except per-share data.