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<TYPE>8-K
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<FILENAME>c76345e8vk.txt
<DESCRIPTION>FORM 8-K
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                ----------------

        Date of Report (Date of earliest event reported): APRIL 22, 2003



                              ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)



          INDIANA                     001-06351                35-0470950
(State or Other Jurisdiction         (Commission            (I.R.S. Employer
     of Incorporation)               File Number)          Identification No.)


            LILLY CORPORATE CENTER                    46285
            INDIANAPOLIS, INDIANA                   (Zip Code)
            (Address of Principal
              Executive Offices)







       Registrant's telephone number, including area code: (317) 276-2000



                                    No Change
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 9.   REGULATION FD DISCLOSURE.

The following information is furnished pursuant to Item 12, "Results of
Operations and Financial Condition."

On April 22, 2003, Eli Lilly and Company (the "registrant" or "company") issued
a press release regarding its results of operations for the quarter ended March
31, 2003, including, among other things, an income statement for that quarter
and a consolidated balance sheet as of March 31, 2003. In addition, on the same
day the company will hold a teleconference for analysts and media to discuss the
first quarter results. The teleconference will be web cast on the company's web
site. The press release and related financial statements are attached to this
Form 8-K as Exhibit 99.

The company uses non-GAAP financial measures, such as adjusted (or "normalized")
net income and diluted earnings per share. For the current quarter the measures
exclude the impact of restructurings, asset impairments, and other special
charges as described in the attached press release. These items may be highly
variable, difficult to predict, and of a size that could have substantial impact
on the company's reported operations for a period.

Management believes that these non-GAAP measures provide useful information to
investors. Among other things, they may help investors evaluate the company's
operations period over period and identify operating trends that could otherwise
be masked by the excluded items. Management uses these measures internally to
evaluate the performance of the business, including to allocate resources and to
evaluate results relative to incentive compensation targets.

Investors should consider these non-GAAP measures in addition to, not as a
substitute for, or as superior to, measures of financial performance prepared in
accordance with GAAP. For the reasons described above for use of non-GAAP
measures, the company's earnings guidance is subject to adjustment for certain
matters, such as those identified above, as to which prospective quantification
generally is not feasible.





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                                   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.


                                 ELI LILLY AND COMPANY
                                 (Registrant)



                                 By:  /s/ CHARLES E. GOLDEN
                                    -----------------------------------------
                                      Name: Charles E. Golden
                                      Title: Executive Vice President and Chief
                                      Financial Officer






Dated:  April 22, 2003



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                                  EXHIBIT INDEX




Exhibit Number        Exhibit
--------------        -------
(99)                  Press release dated April 22, 2003, together with related
                      attachments.





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