LILLY ELI & CO
10-Q/A, 1999-07-16
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-Q/A
                               (Amendment No. 1)

               Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                      FOR THE QUARTER ENDED MARCH 31, 1999


                        COMMISSION FILE NUMBER 001-6351



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

                  INDIANA                              35-0470950
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)            Identification No.)


              LILLY CORPORATE CENTER, INDIANAPOLIS, INDIANA 46285
                    (Address of principal executive offices)


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


     Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months, and (2) has been subject to such
     filing requirements for the past 90 days.

     Yes  [X]      No  [_]

     The number of shares of common stock outstanding as of April 30, 1999:



                  Class              Number of Shares Outstanding
                  -----              ----------------------------
                  Common                     1,100,883,804


                                       1
<PAGE>

  The undersigned registrant hereby amends Item 6 of its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, as set forth below, in order to
correct Exhibit 12, "Statement re: Computation of Ratio of Earnings from
Continuing Operations to Fixed Charges" for a computation error.  Consolidated
pretax income from continuing operations before accounting changes and
extraordinary item reported on Exhibit 12 for the three months ended March 31,
1999 has been changed to $543.5 million from the previously reported $451.4
million.  As a result, earnings for the same period have been changed to $587.4
million from the previously reported $495.3 million, and the ratio of earnings
to fixed charges has been changed to 12.0 from the previously reported 10.1.

Part II. Other Information
- --------------------------

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits.  The following documents are filed as exhibits to this Report:
     --------

     12. Statement re: Amended Computation of Ratio of Earnings from Continuing
         Operations to Fixed Charges


                                       2
<PAGE>

                                   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 thereunto duly authorized.



                                  ELI LILLY AND COMPANY
                                  ---------------------
                                  (Registrant)


Date    July 15, 1999             /S/ Daniel P. Carmichael
        -------------             ------------------------
                                  Daniel P. Carmichael
                                  Secretary and Deputy General Counsel




Date    July 15, 1999             /S/ Arnold C. Hanish
        -------------             --------------------
                                  Arnold C. Hanish
                                  Director, Corporate Accounting and
                                   Chief Accounting Officer

<PAGE>

    EXHIBIT 12.  STATEMENT RE: AMENDED COMPUTATION OF RATIO OF EARNINGS FROM
                    CONTINUING OPERATIONS TO FIXED CHARGES
                                  (Unaudited)

                     Eli Lilly and Company and Subsidiaries
                             (Dollars in millions)

<TABLE>
<CAPTION>
                                        Three Months
                                            Ended                    Years Ended December 31,
                                          March 31,       --------------------------------------------------
                                            1999          1998       1997       1996       1995       1994
                                     -----------------------------------------------------------------------
<S>                                    <C>              <C>        <C>        <C>        <C>        <C>
Consolidated Pretax
Income from Continuing
Operations before Accounting
  Changes & Extraordinary Item.......       $543.5      $2,665.0   $2,901.1   $2,131.3   $1,866.6   $1,693.3

Interest from Continuing
  Operations and Other
  Fixed Changes......................         48.7         198.3      253.1      323.8      323.9      128.7

Less Interest Capitalized
  during the Period from
  Continuing Operations..............         (4.8)        (17.0)     (20.4)     (35.8)     (38.3)     (25.4)
                                     -----------------------------------------------------------------------


Earnings.............................       $587.4      $2,846.3   $3,133.8   $2,419.3   $2,152.2   $1,796.6
                                     =======================================================================


Fixed Charges /1/....................       $ 48.8      $  200.5   $  256.8   $  328.5   $  323.9   $  128.7
                                     =======================================================================

Ratio of Earnings to
  Fixed Charges......................         12.0          14.2       12.2        7.4        6.6       14.0
                                     =======================================================================
</TABLE>

/1/ Fixed charges include interest from continuing operations for all years
presented and beginning in 1996, preferred stock dividends.

                                       4


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