Eli Lilly and Company (LLY)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective October 14, 2005, Sir John Rose resigned from the Company’s board of directors in order to devote his full attention to his family and to his duties as chief executive of Rolls Royce Group plc. On October 17, 2005, the board of directors elected J. Erik Fyrwald as a director effective November 1, 2005, to fill the vacancy left by Sir John’s resignation. The board assigned Mr. Fyrwald to the director class of 2006 and appointed him to the board’s compensation and science and technology committees. Mr. Fyrwald, age 46, is Group Vice-President of Agriculture and Nutrition, E. I. du Pont de Nemours and Company. He joined DuPont in 1981 as a production engineer, and since then has held a variety of sales and management positions at that company, including head of DuPont Engineering Polymers in the Asia Pacific region, leader of DuPont Nylon Plastics for the Americas, and leader of global sales and marketing for Engineering Polymers. In 1998, he was appointed vice president of Corporate Plans and Business Development and then vice president of e-Commerce. He was named to his current position as Group Vice-President of Agriculture and Nutrition in June 2003.

Mr. Fyrwald is a board member of the Biotechnology Industry Organization (BIO), CropLife International President's Advisory Group, the Des Moines Art Center, the Greater Des Moines Partnership (Public and Private Collaboration), the Farm Foundation, 8th Continent L.L.C. and The Solae Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 19, 2005, the board of directors of the Company elected John C. Lechleiter, Ph.D., as president and chief operating officer, effective October 1, 2005, for a term of office expiring on the date of the next annual meeting of the board of directors, to be held on April 24, 2006. The board also elected Dr. Lechleiter as a member of the board of directors effective October 1, 2005. The board assigned Dr. Lechleiter to the director class of 2008 and appointed him to the board’s science and technology committee. Dr. Lechleiter, age 52, joined the Company in 1979 as a senior organic chemist. In 1998 he was named senior vice president, pharmaceutical products. In 2001 he became executive vice president, pharmaceutical products and corporate development, and since 2004 he has served as executive vice president, pharmaceutical operations.

Upon the effective date of Dr. Lechleiter’s election as president, Sidney Taurel, currently chairman of the board, president, and chief executive officer, shall serve as chairman of the board and chief executive officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.