This is a reminder of your ongoing obligation to report to the Securities
and Exchange Commission ("SEC") transactions in Lilly stock.  In light of
the complexity of the reporting rules and the potential for severe
penalties for noncompliance, please contact me in advance of any
transaction.  As a reminder, the SEC rules cover all transactions,
including:

-   purchases
-   sales
-   gifts
-   trust or partnership transactions
-   transactions in the Dividend Reinvestment Plan
-   exchange fund transactions

We request advance notification of Lilly stock transactions for two
reasons:

   There are certain times when you should not engage in market
   transactions in Lilly stock.  Routinely, these "black-outs" occur around
   the end of each quarter through the time quarterly/annual earnings are
   announced.  In addition, occasionally, we are aware of "inside
   information" that may be considered material and we therefore advise our
   reporting persons to avoid open market transactions in Lilly stock.
   While you may not know of the event, the knowledge may be imputed to
   you.  Advance communication allows you to avoid situations that may have
   legal consequences, or if not, at least may cause embarassment.

2.   We prepare for you the required reports of the transaction to the SEC.

If you had any Lilly stock transactions in November, please advise me as
soon as possible.  We will prepare the required reports for your signature
and file them with the SEC and the New York Stock Exchange ("NYSE").  The
reports must be received by the SEC and the NYSE no later than the 10th day
of the month following the month in which the transaction occurs.  If I am
not available, please contact Jim Lootens (317-276-5835) regarding any
proposed transaction.

If you have any questions regarding these matters, please do not hesitate
to call me.  Thank you for your cooperation.

Alecia A. DeCoudreaux