LILLY ELI & CO, S-3, 2000-04-20

LILLY ELI & CO
S-3, 2000-04-20
PHARMACEUTICAL PREPARATIONS

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As filed with the Securities and Exchange Commission on April 20, 2000.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
Indiana 35-0470950
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Lilly Corporate Center
Indianapolis, Indiana 46285
317-276-2000
(Address, including zip code, and telephone number, including
area code of each registrant's principal executive offices)
-----------------
Rebecca O. Kendall, Esq.
Senior Vice President and General Counsel
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
317-276-2000
(Name, address, including zip code, and telephone number,
including area code of agent for services)
-----------------
Copy to:
Steven P. Lund, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
-----------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration
Per Unit(2) Price (1)(2) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
debt securities........ $2,000,000,000 100% $2,000,000,000 $528,000
=========================================================================================================
</TABLE>
(1) In U.S. dollars or the equivalent thereof in foreign currencies or
currency units. Such amount shall be increased, if any of the debt securities
are issued at an original issue discount, by an amount such that the net
proceeds to be received by the Registrant shall be equal to $2,000,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
-----------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
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The Information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued April 20, 2000
- --------------------------------------------------------------------------------

[Lilly Logo]
Answers That Matter.

- --------------------------------------------------------------------------------

Eli Lilly and Company

Debt Securities You should read the prospectus supplement and
this prospectus carefully before you invest.

This prospectus describes the debt securities that we may issue and sell at
various times:

. our prospectus supplements will contain the specific terms of each
series.

. we can issue debt securities with a total offering price of up to
$2,000,000,000 under this prospectus.

. we may sell the debt securities to or through underwriters, dealers or
agents. We may also sell debt securities directly to purchasers.

-------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

-------------------

The date of this prospectus is ____________ __, 2000
<PAGE>

Table Of Contents

About This Prospectus..................2
Eli Lilly and Company..................2
Where You Can Find More Information....3
Special Note Regarding Forward-
Looking Statements.....................4
Use of Proceeds........................6
Ratio of Earnings from Continuing
Operations to Fixed Charges............6
Description of Debt Securities.........6
Plan of Distribution..................19
Legal Matters.........................21
Experts...............................21

About This Prospectus

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using a "shelf" registration process.
Under this shelf process, we may, from time to time, sell any combination of
debt securities described in this prospectus in one or more offerings up to a
total dollar amount of $2,000,000,000. This prospectus provides you with a
general description of the debt securities we may offer. Each time we sell any
of the debt securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read this prospectus and the applicable prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information."

The registration statement that contains this prospectus and the exhibits to the
registration statement contain additional information about our company and the
debt securities offered under this prospectus. The registration statement and
exhibits can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information."

Eli Lilly and Company

We were incorporated in 1901 in Indiana to succeed to the drug manufacturing
business founded in Indianapolis, Indiana, in 1876 by Colonel Eli Lilly. We
discover, develop, manufacture and sell products in one significant business
segment--pharmaceutical products. Operations of our animal health business
segment are not material to our financial statements. Our products are
manufactured or distributed through owned or leased facilities in the United
States, Puerto Rico and 28 other countries. Our products are sold in
approximately 160 countries.

Most of the products we sell today were discovered or developed by our own
scientists, and our success depends to a great extent on our ability to continue
to discover and develop innovative new pharmaceutical products. We direct our
research efforts primarily toward the search for products to diagnose, prevent
and treat human diseases. We also conduct research to find products to treat
diseases in animals and to increase the efficiency of animal food production.

Our corporate offices are located at Lilly Corporate Center, Indianapolis,
Indiana 46285, and our telephone number is (317) 276-2000.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at:

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<TABLE>
<CAPTION>
<S> <C> <C>
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Washington, D.C. 20549 Suite 1300 500 West Madison Street
New York, New York 10048 Suite 1400
Chicago, Illinois 60661
</TABLE>

You may also obtain copies of this information at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference facilities.

Our SEC filings are available at the office of the New York Stock Exchange. For
further information on obtaining copies of our public filings at the New York
Stock Exchange you should call (212) 656-5060. Our SEC filings are also
available at the office of the Pacific Exchange. For further information on
obtaining copies of our public filings at the Pacific Exchange you should call
(415) 393-4000.

The SEC allows us to "incorporate by reference" into this prospectus information
which we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus and in our other filings with the
SEC.

We incorporate by reference our annual report on Form 10-K for the year ended
December 31, 1999, that we previously filed with the SEC. Our Form 10-K contains
important information about our business and our financial performance.

We also incorporate by reference any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (1)
after the date of the filing of the registration statement and (2) until we have
sold all of the debt securities to which this prospectus relates or the offering
is otherwise terminated. Our future filings with the SEC will automatically
update and supersede any inconsistent information in this prospectus.

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You may obtain a free copy of these filings from us by telephoning or writing to
us at the following address and telephone number:

Shareholder Services Department
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
Tel.: (317) 276-2000

You should rely only on the information contained in this document, incorporated
by reference into this document or set forth in the applicable prospectus
supplement. We have not authorized anyone to give you different information.
Therefore, if anyone does provide you with different or inconsistent
information, you should not rely on it. We may only use this prospectus to sell
debt securities if it is accompanied by a prospectus supplement. We are only
offering these debt securities in states where the offer is permitted. The
information contained in this prospectus and the applicable prospectus
supplement speaks only as of the dates on the front of those documents.

Special Note Regarding Forward-Looking Statements

Some of the information included and incorporated by reference in this
prospectus and other written and oral statements made from time to time by us
contain "forward-looking statements" as defined by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, among other
things, discussions concerning our potential exposure to market risks, as well
as statements expressing our expectations, beliefs, estimates, forecasts,
projections and assumptions about the future. Forward-looking statements can be
identified by the use of words such as "anticipate," "believe," "estimate,"
"expect," "intend," "may," "could," "possible," "plan," "project," "will,"
"forecast" and similar words or expressions. Forward-looking statements are only
predictions. Our forward-looking statements generally relate to our strategies,
financial results, product development and regulatory approval programs, and
sales efforts. You should carefully consider forward-looking statements and
understand that actual events or results may differ materially as a result of a
variety of risks and uncertainties, known and unknown, and other factors facing
our company. Many of those factors are noted in conjunction with the forward-
looking statements in the text. It is not possible to foresee or identify all
factors affecting our forward-looking statements; therefore, investors should
not consider any list of factors affecting our forward-looking statements to be
an exhaustive statement of all risks or uncertainties.

Although we cannot give a comprehensive list of all factors that may cause
actual results to differ from our forward-looking statements, the factors
include those noted in our SEC filings incorporated by reference into this
prospectus, as well as:

. competitive factors, including generic competition as patents on key
products, such as Prozac, expire;

. pricing pressures, both in the United States and abroad, primarily
from managed care groups and government agencies;

. new patented products or expanded indications for existing products
introduced by competitors, which can lead to declining demand for our
products;

. changes in inventory levels maintained by pharmaceutical wholesalers,
which can cause reported sales for a particular period to differ
significantly from underlying prescriber demand;

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. economic factors over which we have no control, including changes in
inflation, interest rates and foreign currency exchange rates, and
overall economic conditions in volatile areas such as Latin America;

. governmental factors, including laws and regulations and judicial
decisions at the state and federal level related to Medicare, Medicaid
and health care reform that could adversely affect pricing and
reimbursement of our products, and laws and regulations affecting
international operations;

. the difficulties and uncertainties inherent in new product
development, including new products that appear promising during
development but fail to reach the market or have only limited
commercial success as a result of efficacy or safety concerns,
inability to obtain necessary regulatory approvals, difficulty or
excessive costs to manufacture or infringement of patents or other
intellectual property rights of others;

. delays and uncertainties in the regulatory approval process in the
United States and other countries, resulting in lost market
opportunity;

. unexpected safety or efficacy concerns with respect to marketed
products, whether or not scientifically justified, that may lead to
product recalls, withdrawals or declining sales;

. legal factors including unanticipated litigation of product liability
claims or other liability claims, environmental matters and patent
disputes with competitors which could preclude commercialization of
products or negatively affect the profitability of existing products.
In particular, while we believe that our U.S. patents on Prozac are
valid and enforceable, there can be no assurances that we will prevail
in the various legal challenges to those patents;

. changes in tax laws, including laws related to the remittance of
foreign earnings or investments in foreign countries with favorable
tax rates, and settlements of federal, state, and foreign tax audits;

. changes in accounting standards promulgated by the Financial
Accounting Standards Board, the Securities and Exchange Commission,
and the American Institute of Certified Public Accountants which are
adverse to us; and

. internal factors such as changes in business strategies and the impact
of restructurings and business combinations.

Use of Proceeds

We will use the net proceeds from the sale of the securities for general
corporate purposes or for any other purposes described in the applicable
prospectus supplement. We may temporarily invest funds that we do not
immediately need in marketable securities and short-term investments.

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Ratio of Earnings from Continuing Operations
to Fixed Charges

Our ratio of earnings from continuing operations to fixed charges for each of
the periods indicated is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings from Continuing Operations to
Fixed Charges.................................. 16.1 14.2 12.2 7.4 6.6

</TABLE>

The ratio of earnings from continuing operations to fixed charges represents our
historical ratio and is calculated on a consolidated basis. This ratio is
calculated as follows:

<TABLE>
<CAPTION>
fixed charges excluding
income from continuing operations capitalized interest and preferred stock
before taxes + dividends
---------------------------------------------------------------------------------------
<S> <C>
fixed charges
</TABLE>
Fixed charges include interest from continuing operations for all years
presented and beginning in 1996, preferred stock dividends.

Description of Debt Securities

We may offer and issue our debt securities from time to time in one or more
series. The debt securities are to be issued under an indenture dated February
1, 1991, between us and Citibank, N.A. The indenture does not limit the
aggregate principal amount of the debt securities that may be issued under the
indenture. The form of the indenture is filed as an exhibit to the registration
statement. The indenture incorporates our standard multiple-series indenture
provisions, a copy of which is filed as an exhibit to the registration
statement. The indenture is subject to and governed by the Trust Indenture Act
of 1939. We may enter into one or more additional indentures providing for the
issuance of debt securities with one or more banking institutions organized
under the laws of the United States of America, any state thereof or such
foreign jurisdictions as may be permitted under the Trust Indenture Act, to
serve as trustee. The statements made under this heading relating to the debt
securities and the indenture are summaries and are not complete. For more
complete information, you can review the indenture.

We will describe in an accompanying supplement to this prospectus the particular
terms of the debt securities, any modifications of or additions to the general
terms of the debt securities and any applicable federal income tax
considerations. Accordingly, for a complete description of the terms of the debt
securities being offered, please read both the prospectus supplement and the
description of debt securities included in this prospectus.

General

The debt securities will be unsecured general obligations of our company. The
indebtedness represented by the debt securities will rank equal to all other
unsecured and unsubordinated indebtedness of our company. The debt securities
may be issued in one or more series. Also, a single series may be issued at

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various times with different maturity rates and different interest rates. One or
more series of debt securities may be issued with the same or various maturities
at par or at a discount. Debt securities bearing no interest or interest at a
rate which at the time of issuance is below the market rate ("original issue
discount securities") will be sold at a discount below their stated principal
amount. This discount may be substantial. We will provide information regarding
federal income tax consequences and other special considerations applicable to
any original issue discount securities in an applicable prospectus supplement.

If we denominate the purchase price of any of the debt securities in a foreign
currency or currencies or a foreign currency unit or units, or if the principal,
premium, or interest, on any series of debt securities is payable in a foreign
currency or currencies or a foreign currency unit or units, we will include in
the applicable prospectus supplement information on the restrictions, elections,
tax considerations, specific terms and other information with respect to that
issue of debt securities and the foreign currency or currencies or foreign
currency unit or units.

A prospectus supplement relating to a series of debt securities will include the
specific terms relating to the offering. These terms will include some or all of
the following:

. the title;

. the aggregate principal amount;

. the price or prices at which the debt securities will be sold;

. any limit on the aggregate principal amount of a particular series;

. the date or dates on which or periods during which the debt securities
may be issued;

. the date or dates on which the principal of, and premium, if any, is
payable or the method of determining the date or dates;

. the method by which principal of, and premium, if any, will be
determined;

. if interest bearing:

. the interest rate;

. the method by which the interest rate will be determined;

. the date from which interest will accrue;

. interest payment dates; and

. the regular record date for the interest payable on any interest
payment date;

. the place or places where the principal of, premium, if any, and
interest, if any, shall be payable;

. if the series of debt securities may be redeemed in whole or in part, at
our option, the period or periods within which, the price or prices at
which and the terms and conditions upon which we may redeem the
securities;

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. the denominations, if other than $1,000, in which any registered
securities of the series shall be issuable;

. the denominations, if other than $5,000, in which any bearer securities
of the series shall be issuable;

. if issued as original issue discount securities:

. the amount of discount; and

. federal income tax consequences and other special considerations
applicable to original issue discount securities;

. whether the securities will be issued as registered securities or bearer
securities or both, and, if bearer securities are issued:

. whether such bearer securities are also to be issued as registered
securities; and

. the manner in which the bearer securities are to be dated;

. provisions for payment of additional amounts, if any, and whether we
will have the option to redeem the debt securities rather than pay the
additional amounts and the terms of that option;

. the index, if any, used to determine the amount of principal of,
premium, if any, or interest, if any;

. if denominated or payable in a foreign currency:

. the currency or currencies of denomination;

. the designation of the currency, currencies or currency unit in which
payment of principal of, premium, if any, and interest, if any, will
be made; and

. the designation of the original currency determination agent, if any;

. whether we will use a global security, the name of the depository for
the global security and, if the debt securities are issuable only as
registered securities, the terms, if any, upon which interests in the
global security may be exchanged for definitive debt securities;

. the extent to which, or the manner in which, any interest payable on a
security in temporary global form on an interest payment date will be
paid and the extent to which, or the manner in which, any interest
payable on a security in permanent global form on an interest payment
date will be paid;

. if less than the principal amount thereof, the portion of the principal
amount of the debt securities payable upon declaration of acceleration
of their maturity;

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. the provisions, if any, relating to the cancellation and satisfaction of
the indenture or certain covenants of the indenture prior to the
maturity of the debt securities;

. any deletions, modifications of or additions to the events of default in
the indenture; and

. any other terms or conditions not specified in the indenture. Any such
other terms must not conflict with the requirements of the Trust
Indenture Act and the provisions of the indenture and must not adversely
affect the rights of the holders of any other series of debt securities
then outstanding.

We may authorize the issuance and provide for the terms of a series of debt
securities pursuant to a resolution of our board of directors or any duly
authorized committee of our board of directors or pursuant to a supplemental
indenture. All of the debt securities of a series need not be issued at the same
time, and may vary as to interest rate, maturity and date from which interest
shall accrue. Unless otherwise provided, a series may be reopened for issuance
of additional debt securities of such series.

We may issue the debt securities as registered securities, bearer securities, or
both. We may issue the debt securities in whole or in part in the form of one or
more global securities. One or more global securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or global securities. The prospectus supplement relating to a series of
debt securities denominated in a foreign currency or currency unit will specify
the denomination thereof.

If we issue bearer securities, we will describe the limitations on the issuance
of the bearer securities as well as certain federal income tax consequences and
other special considerations applicable to bearer securities in an applicable
prospectus supplement.

Exchange, Registration and Transfer

A holder of debt securities in bearer form may, upon written request in
accordance with the terms of the applicable indenture, exchange the bearer
securities for (1) registered securities (with all unmatured coupons, except as
provided below) of any series, with the same interest rate and maturity date (if
the debt securities of such series are to be issued as registered securities) or
(2) bearer securities (if bearer securities of such series are to be issued in
more than one denomination) of the same series with the same interest rate and
maturity date. However, no bearer security will be delivered in or to the United
States, and registered securities of any series (other than a global security,
except as set forth below) will be exchangeable into an equal aggregate
principal amount of registered securities of the same series (with the same
interest rate and maturity date) of different authorized denominations. If a
holder surrenders bearer securities between a record date and the relevant
interest payment date, such holder will not be required to surrender the coupon
relating to such interest payment date. Registered securities may not be
exchanged for bearer securities.

Bearer or registered securities may be presented for exchange, and registered
securities, other than a global security, may be presented for transfer, at the
office of any transfer agent or at the office of the security registrar, without
service charge and upon payment of any taxes and other governmental charges as
described in the applicable indenture. The transfer or exchange will be
completed upon the transfer agent or the security registrar's satisfaction with
the documents of title and identity of the person making the request. Bearer
securities, and the coupons, if any, relating to the bearer securities, shall be
transferred by delivery of the bearer securities.

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Global Securities

We may issue debt securities of a series in whole or in part in the form of one
or more global securities. The global securities will be deposited with, or on
behalf of, the depositary named in the applicable prospectus supplement. Global
securities may be issued in either registered or bearer form. Global securities
may be issued in either temporary or permanent form. Unless and until the global
security is exchanged in whole or in part for debt securities in definitive
form, a global security may not be transferred except as a whole by the
depositary for such global security. If transferred in whole, the following are
types of transfers which are allowed for global securities:

. the depositary may transfer the global security to a nominee of that
depositary; or

. a nominee of the depositary may transfer the global security to the
depositary or another nominee of that depositary; or

. the depositary or any nominee of that depositary may transfer the global
security to a successor depositary or a nominee of that successor
depositary.

The specific terms of the depositary arrangement with respect to any debt
securities of a series will be described in the applicable prospectus
supplement. We anticipate that the following provisions will apply to all
depositary arrangements.

Upon the issuance of a global security, the depositary for such global security
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the debt securities represented by the global security to
the accounts of participant institutions that have accounts with the depositary.
We or the underwriters, if the debt securities were sold by underwriters, shall
designate the accounts to be credited. We will limit ownership of beneficial
interests in a global security to participants or persons that may hold
interests through participants. We will show ownership of beneficial interests
in the global security on records maintained by the depositary. The transfer of
the ownership of the global security will be effected only through the records
maintained by the depositary. The laws of some states require that certain
purchasers of debt securities take physical delivery of such debt securities in
definitive form. These laws may impair your ability to transfer beneficial
interests in a global security.

So long as the depositary for a global security, or its nominee, is the owner of
the global security, that depositary or nominee will be considered the sole
owner or holder of the debt securities represented by such global security for
all purposes under the applicable indenture. Except as set forth below, owners
of beneficial interests in a global security (1) will not be entitled to have
debt securities of the series represented by the global security registered in
their names, (2) will not receive or be entitled to receive physical delivery of
debt securities of the series in definitive form, and (3) will not be considered
the owners or holders thereof under the indenture governing the debt securities.

Subject to certain limitations on the issuance of bearer securities which will
be described in the applicable prospectus supplement, payments of principal of,
premium, if any, and interest, if any, on debt securities registered in the name
of or held by a depositary or its nominee will be made to the depositary or its
nominee, as the registered owner or the holder of the global security
representing those debt securities. None of us, the applicable trustee, any
paying agent or the applicable security registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global security for the debt
securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

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We expect that the depositary for debt securities of a series, upon receipt of
any payment of principal, premium, if any, or interest, if any, in respect of a
permanent global security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the global security as shown on the records of the
depositary. We also expect that payments by participants to owners of beneficial
interests in the global security held through the participants will be governed
by standing instructions and customary practices, as is now the case with debt
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of those participants. There may
be restrictions on receipt by owners of beneficial interests in a temporary
global security of payments in respect of such temporary global security. We
will describe any such restrictions in the applicable prospectus supplement.

If a depositary for debt securities of a series is at any time unwilling or
unable to continue as depositary and we do not appoint a successor depositary
within ninety days, we will issue debt securities of that series in definitive
form in exchange for the global security or securities representing the debt
securities of that series. In addition, we may at any time and in our sole
discretion determine not to have any debt securities of a series represented by
one or more global securities. If we decide not to have any debt securities of a
series represented by a global security, we will issue debt securities of that
series in definitive form in exchange for the global security or securities
representing such debt securities. Further, if we so provide with respect to the
debt securities of a series, each person specified by the depositary of the
global security representing debt securities of such series may, on terms
acceptable to us and the depositary for such global security, receive debt
securities of such series in definitive form. In any such instance, each person
so specified by the depositary of the global security will be entitled to
physical delivery in definitive form of debt securities of the series
represented by the global security equal in principal amount to the person's
beneficial interest in the global security. Debt securities of that series so
issued in definitive form will be issued (1) as registered securities if the
debt securities of that series are to be issued as registered securities, (2) as
bearer securities if the debt securities of that series are to be issued as
bearer securities or (3) as either registered securities or bearer securities,
if the debt securities of that series are to be issued in either form. A
description of certain restrictions on the issuance of a bearer security in
definitive form in exchange for an interest in a global security will be
contained in the applicable prospectus supplement.

Payment and Paying Agents

Bearer Securities

We will pay principal, interest and premium, if any, on bearer securities in the
currency or currency unit designated in the prospectus supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as we may appoint from time to time. At the option of a holder, we will
make such payment by a check in the designated currency or currency unit or by
transfer to an account in the designated currency or currency unit maintained by
the payee with a bank located outside the United States. We will make no payment
with respect to any bearer security

. at the principal corporate trust office of the trustee or any other
paying agency maintained by us in the United States by transfer to an
account with a bank located in the United States, or

. by check mailed to an address in the United States.

However, we may pay principal, interest, and premium, if any, on bearer
securities in U.S. dollars at the principal corporate trust office of the
trustee in the Borough of Manhattan, The City of New York, if payment of the
full amount thereof at all paying agencies outside the United States is illegal
or effectively precluded by exchange controls or other similar restrictions.

11
<PAGE>

Registered Securities

Unless otherwise set forth in the applicable prospectus supplement,

. we will pay principal and premium, if any, on registered securities in
the designated currency or currency unit against surrender of such
registered securities at the principal corporate trust office of the
trustee in the Borough of Manhattan, The City of New York,

. we will pay any installment of interest on registered securities to the
person in whose name the registered security is registered at the close
of business on the regular record date for such interest, and

. we will pay any installment of interest (1) at the principal corporate
trust office of the trustee in the Borough of Manhattan, The City of New
York, or (2) by a check in the designated currency or currency unit
mailed to each holder of a registered security at such holder's
registered address.

We will name in the prospectus supplement the paying agents outside the United
States initially appointed by us for a series of debt securities. We may
terminate the appointment of any of the paying agents from time to time, except
that we will maintain at least one paying agent in the Borough of Manhattan, The
City of New York, for payments with respect to registered securities. We will
also maintain at least one paying agent in a city in Europe so long as any
bearer securities are outstanding where bearer securities may be presented for
payment and may be surrendered for exchange. However, so long as any series of
debt securities is listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, we will maintain a paying agent in London or Luxembourg or any
other required city located outside the United States, for those series of debt
securities.

All moneys we pay to a paying agent for the payment of principal of, premium, or
interest on any security that remain unclaimed at the end of two years after
such principal, premium or interest shall have become due and payable will be
repaid to us and the holder of such security entitled to receive such payment
will thereafter look only to us for payment thereof.

Concerning the Trustee

The trustee shall, prior to the occurrence of any event of default with respect
to the debt securities of any series and after the curing or waiving of all
events of default with respect to such series which have occurred, perform only
such duties as are specifically set forth in such indenture. During the
existence of any event of default with respect to the debt securities of any
series, the trustee shall exercise such of the rights and powers vested in it
under the indenture with respect to such series and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

The trustee may acquire and hold debt securities and, subject to certain
conditions, otherwise deal with us as if it were not trustee under the
indenture.

We have lines of credit from the trustee.

12
<PAGE>

Modification of the Indenture

The indenture contains provisions permitting us and the trustee, without the
consent of the holders of the debt securities, to establish, among other things,
the form and terms of any series of debt securities issuable under the indenture
by one or more supplemental indentures, to (1) add covenants and (2) to provide
for security for the debt securities.

With the consent of the holders of not less than a majority of the aggregate
principal amount of the debt securities of any series at the time outstanding,
we and the trustee may execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the indenture
or of any supplemental indenture with respect to debt securities of such series
or modifying in any manner the rights of the holders of the debt securities of
such series.

However, without the consent of the holder of each security so affected, we and
the trustee may not (1) extend the fixed maturity, or the earlier optional date
of maturity, if any, of any security of a particular series, (2) reduce the
principal amount of any security of a particular series, (3) reduce the premium
of any security of a particular series, if any, (4) reduce the rate or extend
the time of payment of interest, if any, of any security of a particular series,
or (5) make the principal thereof or premium, if any, or interest, if any, of
any security of a particular series payable in any currency or currency unit
other than as provided pursuant to the indenture or in the debt securities of
such series.

Also, without the consent of the holders of all debt securities of such series
outstanding thereunder, we and the trustee may not reduce the percentage of debt
securities of any series, the holders of which are required to consent to any
such supplemental indenture.

Certain Covenants of Debt Securities

The indenture contains, among other things, the following covenants:

Limitation on Liens. We will not, and will not permit any of our subsidiaries
to, create, assume, allow to exist or allow to be created or assumed any lien on
restricted property to secure any of our debts, any debt of any of our
subsidiaries or any debt of any other person unless we also secure the debt
securities of any series having the benefit of this covenant by a lien equally
and ratably with such other debt for so long as such other debt shall be so
secured. The indenture contains the following exceptions to that prohibition:

(1) liens on property of corporations existing when the corporation
becomes a subsidiary;

(2) liens on property of corporations existing on the date of the
applicable indenture;

(3) liens existing on property when the property was acquired or
incurred to finance the purchase price, construction or
improvement of the property;

(4) certain liens in favor of or required by contracts with
governmental entities; and

(5) any lien that would not otherwise be permitted by clauses (1)
through (4) above, inclusive; provided that after giving effect
to the lien, the sum of, without duplication,

. the aggregate outstanding principal amount of debt secured by
such liens otherwise prohibited by the indenture; and

13
<PAGE>

. the aggregate amount of all attributable debt with respect to
outstanding sale and leaseback transactions otherwise
prohibited by the indenture

does not exceed 15% of our consolidated net tangible assets.

Limitation on Sale and Leaseback Transactions. We will not, and will not permit
any of our subsidiaries to, enter into any sale and leaseback transaction on any
restricted property unless:

(1) our company or such subsidiary could incur a lien on such
restricted property securing debt in an amount equal to the value
of such sale and leaseback transaction under the covenant
described in "--Limitation on Liens" above without equally and
ratably securing the debt securities; or

(2) we apply, during the six months following the effective date of
the sale and leaseback transaction, an amount equal to the value
of the sale and leaseback transaction to the voluntary retirement
of long-term indebtedness or to the acquisition of restricted
property.

Definitions of Certain Terms

The following are the meanings of terms that are important in understanding the
covenants previously described and the covenants described below:

. "consolidated net tangible assets" means the total assets less current
liabilities and intangible assets;

. "restricted property" means

. any manufacturing facility (or portion thereof) owned or leased
by us or any of our subsidiaries and located within the
continental United States which, in the opinion of the board of
directors, is of material importance to our business and our
subsidiaries taken as a whole, but no such manufacturing
facility, or portion thereof, shall be deemed of material
importance if its gross book value, before deducting accumulated
depreciation, is less than 2% of our consolidated net tangible
assets; or

. any shares of capital stock or indebtedness of any subsidiary
owning any such manufacturing facility.

. "sale and leaseback transaction" means any arrangement with any person
providing for the leasing by us or any subsidiary of any restricted
property which has been or is to be sold or transferred by us or such
subsidiary to such person. However, "sale and leaseback transactions"
shall not include (1) temporary leases for a term, including renewals
at the option of the lessee of not more than three years, (2) leases
between us and a subsidiary or between subsidiaries, (3) leases of a
restricted property executed by the time of, or within 12 months after
the latest of, the acquisition, the completion of construction or
improvement, or the commencement of commercial operation of the
restricted property, and (4) arrangements pursuant to any provision of
law with an effect similar to the former Section 168(f)(3) of the
Internal Revenue Code of 1954.

14
<PAGE>

. "subsidiary" means any corporation more than 50% of the voting stock
of which shall at the time be owned by us or by one or more
subsidiaries or by us and one or more subsidiaries, but shall not
include any corporation of which we and/or one or more subsidiaries
owns directly or indirectly less than 50% of the outstanding stock of
all classes having ordinary voting power for the election of directors
but more than 50% of the outstanding shares of stock of a class having
by its terms ordinary voting power as a class to elect a majority of
the board of directors of such corporation.

Because the covenants described above cover only manufacturing facilities in the
continental United States, our manufacturing facilities in Puerto Rico are
excluded from the operation of the covenants described above.

There are no other restrictive covenants contained in the indenture. The
indenture does not contain any provision which will restrict us from incurring,
assuming or becoming liable with respect to any indebtedness or other
obligations, whether secured or unsecured, or from paying dividends or making
other distributions on our capital stock or purchasing or redeeming our capital
stock. The indenture does not contain any financial ratios, or specified levels
of net worth or liquidity to which we must adhere. In addition, the indenture
does not contain any provision which would require that we repurchase or redeem
or otherwise modify the terms of any of our debt securities upon a change in
control or other events involving us which may adversely affect the
creditworthiness of the debt securities.

Events of Default

The indenture provides that with respect to any series of debt securities, an
event of default includes:

. failure to pay interest when due on the debt securities of such series
outstanding thereunder, continued for 30 days,

. failure to pay principal or premium, if any, when due (whether at
maturity, declaration or otherwise) on the debt securities of such
series outstanding thereunder,

. failure to observe or perform any of our covenants in the indenture or
the debt securities of such series (other than a covenant included in
the indenture or the debt securities solely for the benefit of a
series of debt securities other than such series), continued for 60
days after written notice from the trustee or the holders of 25% or
more in aggregate principal amount, of debt securities of such series
outstanding thereunder,

. certain events of bankruptcy, insolvency or reorganization, and

. any other event of default as may be specified for such series.

The indenture provides that if an event of default with respect to any series of
debt securities at the time outstanding occurs and is continuing, either the
trustee or the holders of 25% or more in aggregate principal amount of debt
securities of such series outstanding may declare the principal amount of all
debt securities of such series to be due and payable immediately. However, if
all defaults with respect to the debt securities of such series (other than non-
payment of accelerated principal) are cured and there has been no sale of
property under any judgment or decree for the payment of moneys due, the holders
of a majority in aggregate principal amount of the debt securities of such
series outstanding may waive the default and rescind the declaration and its
consequences.

15
<PAGE>

The indenture provides that the holders of a majority in aggregate principal
amount of the debt securities of any series outstanding under the indenture may,
subject to certain exceptions, direct the trustee as to the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any power or trust conferred upon the trustee. The trustee may on
behalf of all holders of debt securities of such series waive any past default
and its consequences with respect to debt securities of such series, except a
default in the payment of the principal of, premium, if any, or interest, if
any, on any of the debt securities of such series.

Holders of any security of any series may not institute any proceeding to
enforce the indenture unless the trustee shall have refused or neglected to act
for 60 days after a request and offer of satisfactory indemnity by the holders
of 25% or more in aggregate principal amount of the debt securities of such
series outstanding. However, the right of any holder of any security of any
series to enforce payment of the principal of premium, if any, or interest, if
any, on his debt securities when due shall not be impaired without the consent
of such holder.

The trustee is required to give the holders of any security of any series notice
of default with respect to such series known to it within 90 days after the
happening of the default, unless cured before the giving of such notice.
However, except for defaults in payments of the principal of, premium, if any,
or interest, if any, on the debt securities of such series, the trustee may
withhold notice if and so long as it determines in good faith that the
withholding of such notice is in the interests of the holders of the debt
securities of such series.

We are required to deliver to the trustee each year an officers' certificate
stating whether such officers have obtained knowledge of any default by our
company in the performance of certain covenants and, if so, specifying the
nature of such default.

Merger or Consolidation

The indenture provides that without the consent of the holders of any of the
outstanding debt securities under the indenture, we may consolidate with or
merge into, or transfer or lease substantially all of our assets to, any
domestic corporation or we may permit any domestic corporation to consolidate
with or merge into us or convey, transfer or lease substantially all of its
assets to us provided:

. the successor corporation assumes our obligations under the indenture;

. after giving effect to such transaction, our company or the successor
corporation would not be in default under the indenture; and

. that certain other conditions described in the indenture are met.

Discharge, Legal Defeasance and Covenant Defeasance

At our option, we may be discharged, subject to certain terms and
conditions, from any and all obligations in respect of the debt securities of
any series (except for certain obligations to register the transfer and exchange
of debt securities, replace stolen, lost or mutilated debt securities and
coupons, maintain paying agencies and hold moneys for payment in trust) or need
not comply with certain restrictive covenants of the indenture if:

(1) we have deposited with the trustee, in trust, money, and in the case
of debt securities and coupons denominated in U.S. dollars, U.S.
government obligations or, in the case of debt securities and coupons
denominated in a foreign currency, foreign currency government
securities, which through the payment of interest thereon and
principal thereof in

16
<PAGE>

accordance with their terms will provide money or a combination of
money, and U.S. government securities, in an amount sufficient to pay
in the currency in which the debt securities are payable all the
principal of, and interest on the debt securities on the date such
payments are due in accordance with the debt securities; and

(2) we have delivered to the trustee an opinion of independent counsel of
recognized standing or a ruling of the IRS to the effect that such
deposit and discharge will not cause the holders of the debt
securities of such series to recognize income, gain or loss for
federal income tax purposes.

Governing Law

The indenture and the debt securities for all purposes will be governed by and
construed in accordance with the laws of the State of New York.

Plan of Distribution

We may sell the debt securities in four ways: (1) to or through underwriters;
(2) to or through dealers; (3) through agents; and (4) directly or through our
subsidiaries to purchasers.

We may distribute debt securities from time to time in one or more transactions
at (1) a fixed price or prices, which may be changed, (2) at market prices
prevailing at the time of sale, (3) at prices related to such market prices or
(4) at negotiated prices.

If underwriters are used in the offering of debt securities, the names of the
managing underwriter or underwriters and any other underwriters, and the terms
of the transaction, including compensation of the underwriters and dealers, if
any, will be set forth in the applicable prospectus supplement. Only
underwriters named in a prospectus supplement will be deemed to be underwriters
in connection with the debt securities described in that prospectus supplement.
Firms not so named will have no direct or indirect participation in the
underwriting of such debt securities, although such a firm may participate in
the distribution of those debt securities under circumstances entitling that
firm to a dealer's commission. It is anticipated that any underwriting agreement
pertaining to any debt securities will (i) entitle the underwriters to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution for payments which the underwriters
may be required to make in respect thereof, (ii) provide that the obligations of
the underwriters will be subject to certain conditions precedent, and (iii)
provide that the underwriters generally will be obligated to purchase all debt
securities if any are purchased.

We also may sell debt securities to a dealer as principal. If we sell debt
securities to a dealer as a principal, then the dealer may resell those debt
securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of the dealer and the terms of the transactions
will be set forth in the applicable prospectus supplement.

Debt securities also may be offered through agents we may designate from time to
time. The applicable prospectus supplement will contain the name of any such
agent and the terms of its agency. Unless otherwise indicated in the prospectus
supplement, any such agent will act on a best efforts basis for the period of
its appointment.

As one of the means of direct issuance of the debt securities, we may utilize
the services of any available electronic auction system to conduct an electronic
"dutch auction" of the debt securities among potential purchasers who are
eligible to participate in the auction of such debt securities, if so described
in the prospectus supplement.

17
<PAGE>

Dealers and agents named in a prospectus supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the debt securities
described in the prospectus supplement and, under agreements which may be
entered into with us, may be entitled to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect of those
liabilities. Underwriters, dealers and agents may engage in transactions with
us, or perform services for us in the ordinary course of business.

In connection with the original issuance of debt securities issued as bearer
securities, in order to meet the requirements set forth in U.S. Treasury
Regulation Section 1.163-5(c)(2)(i)(D), each underwriter, dealer and agent will
agree to certain restrictions in connection with the original issuance of such
debt securities. Such restrictions will be described in the applicable
prospectus supplement.

Offers to purchase debt securities may be solicited directly by us or through
our subsidiaries and sales thereof may be made by us directly to institutional
investors or others. The terms of any such sales will be described in the
applicable prospectus supplement.

18
<PAGE>

Legal Matters

The legality of the debt securities will be passed upon for us by Dewey
Ballantine LLP, New York, New York, and for any underwriters by counsel as may
be specified in applicable prospectus supplements. In rendering such opinion,
Dewey Ballantine LLP will be relying as to matters of Indiana law upon the
opinion of James B. Lootens, Esq., our Assistant Secretary and Associate General
Counsel.

Experts

Ernst & Young LLP, independent auditors, have audited our consolidated financial
statements included in our annual report on Form 10-K for the year ended
December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.

19
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Securities and Exchange Commission registration fee.......................... $528,000*
Printing and engraving....................................................... $ 10,000*
Accounting services.......................................................... $ 5,000*
Legal services............................................................... $ 50,000*
Fees and expenses of Trustee................................................. $ 5,000*
Rating agency fees........................................................... $270,000*
Expenses of qualification under state blue sky laws.......................... $ 5,000*
Miscellaneous................................................................ $ 5,000
Total............................................................ $878,000
</TABLE>
___________

* Estimated.

Item 15. Indemnification of Directors and Officers.

The Indiana Business Corporation Law provides that a corporation, unless limited
by its articles of incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

To the fullest extent permitted by the Indiana Business Corporation Law, our
articles of incorporation provide for indemnification of our directors,
officers, and employees against liability and reasonable expense that may be
incurred by them, arising out of any claim or action, civil or criminal in which
they may become involved by reason of being or having been a director, officer,
or employee. To be entitled to indemnification, (a) those persons must have been
wholly successful in the claim or action or (b) the board of directors,
independent legal counsel or the shareholders must have determined that such
persons acted in good faith in what they reasonably believed to be in our best
interest, or in the case of conduct not in the individual's capacity with us,
did not act in opposition to our best interest. In addition, in any criminal
action, such persons must have had no reasonable cause to believe that their
conduct was unlawful.

Officers and directors of our company are insured, subject to certain exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with their acting in their respective capacities, which include
claims under the Securities Act.

II-1
<PAGE>

Item 16. List of Exhibits.

1.1-- Form of Underwriting Agreement.*
1.2-- Form of Distribution Agreement.**
4.1-- Form of Indenture between us and Citibank, N.A., as Trustee.*
4.2-- Eli Lilly and Company Standard Multiple-Series Indenture
Provisions.*
5.1-- Opinion of Dewey Ballantine LLP as to legality of the debt
securities being registered, including consent.
5.2-- Opinion of James B. Lootens, Esq. as to legality of the debt
securities being registered, including consent.
12.1-- Computation of Ratios of Earnings from Continuing Operations to
Fixed Charges of Eli Lilly and Company and Subsidiaries.+
23.1-- Consent of Ernst & Young LLP
25.1-- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Citibank, N.A., as Trustee.
___________
* Incorporated by reference from our registration statement on Form S-3,
Registration No. 33-38347.
** Incorporated by reference from our registration statement on Form S-3,
Registration No. 33-56208.
+ Incorporated by reference from Registrant's Form 10-K for the fiscal year
ended December 31, 1999.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission under Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-2
<PAGE>

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report under Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report under Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant under the foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on April 17, 2000.

Eli Lilly and Company

/s/ Sidney Taurel
By: ------------------------------
Name: Sidney Taurel
Title: Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on April 17, 2000 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Sidney Taurel
- ----------------------------------------
Sidney Taurel Chairman of the Board, President, Chief
Executive Officer, and a Director (principal
executive officer)

/s/ Charles E. Golden
- ---------------------------------------- Executive Vice President, Chief
Charles E. Golden Financial Officer, and a Director
(principal financial officer)

/s/ Arnold C. Hanish
- ---------------------------------------- Chief Accounting Officer (principal
Arnold C. Hanish accounting officer)

/s/ Steven C. Beering, M.D.
- ----------------------------------------
Steven C. Beering, M.D. Director

/s/ Karen N. Horn, Ph.D.
- ----------------------------------------
Karen N. Horn, Ph.D. Director

Signature Title

- ----------------------------------------
</TABLE>
II-4
<PAGE>

/s/ Alfred G. Gilman, M.D., Ph.D.
- ----------------------------------------
Alfred G. Gilman, M.D., Ph.D. Director

/s/ Kenneth L. Lay, Ph.D.
- ----------------------------------------
Kenneth L. Lay, Ph.D. Director

/s/ Franklyn G. Prendergast, M.D., Ph.D.
- ----------------------------------------
Franklyn G. Prendergast, M.D., Ph.D. Director

/s/ Kathi P. Seifert
- ----------------------------------------
Kathi P. Seifert Director

/s/ August M. Watanabe, M.D.
- ----------------------------------------
August M. Watanabe, M.D. Director

/s/ Alva O. Way
- ----------------------------------------
Alva O. Way Director

II-5
<PAGE>
INDEX TO EXHIBITS

Exhibit
Number Exhibit
- ------ -------

<PAGE>

Exhibit 5.1

[LETTERHEAD OF DEWEY BALLANTINE LLP]

April 20, 2000

Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed by Eli Lilly and Company, an Indiana corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") on
April 20, 2000 under the Securities Act of 1933, as amended (the "Securities
Act"), relating to $2,000,000,000 (or the equivalent thereof in foreign
currencies or currency units) aggregate principal amount of debt securities
(hereinafter called the "Securities") of the Company. We also refer to the
Indenture, dated as of February 1, 1991, between the Company and Citibank, N.A.,
as Trustee (the "Indenture"), which is Exhibit 4.1 to the Registration
Statement.

We have examined and are familiar with originals, or copies certified
or otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officers of the Company and of public officials and
such other documents as we have deemed appropriate as a basis for the opinions
expressed below.

Based upon the foregoing, it is our opinion that:

1. The Company is a corporation duly organized and validly existing
under the laws of the State of Indiana.

2. Assuming the due execution and delivery of the Indenture by the
Trustee, upon the taking of appropriate further corporate action
by the Company and the due execution and delivery of the
Securities on behalf of the Company, the Securities will be duly
authorized and, when authenticated in accordance with the
Indenture and delivered to and duly paid for by the purchasers
thereof, will be valid and binding obligations of the Company,
enforceable in accordance with their respective terms except as
(i) the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and
<PAGE>

the availability of equitable remedies may be limited by
equitable principles of general applicability.

We are members of the bar of the State of New York and express no
opinion as to the laws of any jurisdiction except the State of New York and the
federal law of the United States. As to matters governed by Indiana law, we
have relied solely upon the opinion of Mr. James B. Lootens, Esq., Assistant
Secretary and Associate General Counsel to the Company, a copy of which is
enclosed herewith.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our name in the Prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters." In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

Very truly yours,

/s/ Dewey Ballantine LLP

<PAGE>

Exhibit 5.2

April 20, 2000

Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285

Dear Sirs:

I am Assistant Secretary and Associate General Counsel of Eli Lilly and Company,
an Indiana corporation (the "Company"). I refer to the Registration Statement
on Form S-3 filed by the Company with the Securities and Exchange Commission
(the "Commission") on April 20, 2000, under the Securities Act of 1933, as
amended (the "Securities Act"), relating to $2,000,000,000 (or the equivalent
thereof in foreign currencies or currency units) aggregate principal amount of
Debt Securities (hereinafter called the "Securities") of the Company. I also
refer to the Indenture entered into between the Company and Citibank, N.A., as
Trustee (the "Indenture"), which is incorporated by reference as Exhibit 4.1 to
the Registration Statement.

I have examined and am familiar with originals, or copies certified or otherwise
identified to my satisfaction, of such corporate records of the Company,
certificates of officers of the Company and of public officials and such other
documents as I have deemed appropriate as a basis for the opinions expressed
below.

Based upon the foregoing, it is my opinion that:

1. The Company is a corporation duly organized and validly existing under
the laws of the State of Indiana.

2. The Indenture has been duly and validly authorized, executed, and
delivered by the Company.

3. Upon the taking of appropriate further corporate action by the
Company, the Company will have full corporate power and authority to
issue the Securities and to perform its obligations under the
Securities and the Indenture.
<PAGE>

April 20, 2000
Page 2

I am a member of the bar of the State of Indiana and express no opinion as
to the laws of any other jurisdiction.

I hereby consent that Dewey Ballantine LLP may rely upon this opinion as if
it were addressed to them.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name in the Prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters." In giving such consent, I do not thereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ James B. Lootens

James B. Lootens
Assistant Secretary and Associate
General Counsel

JBL/me

<PAGE>

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of Eli
Lilly and Company for the registration of $2,000,000,000 of debt securities and
to the incorporation by reference therein of our report dated January 31, 2000,
with respect to the consolidated financial statements of Eli Lilly and Company
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1999 filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

Indianapolis, Indiana
April 17, 2000

<PAGE>

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____

--------------------------

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer
identification no.)

399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)

--------------------------

ELI LILLY AND COMPANY
(Exact name of obligor 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) (Zip Code)

--------------------------

DEBT SECURITIES
(Title of the indenture securities)
<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Name Address
---- -------
Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of
Eligibility.

Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.
<PAGE>

Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1999 attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

-----------------

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 20th day
of April, 2000.

CITIBANK, N.A.

By /s/ Wafaa Orfy
----------------------------
Wafaa Orfy
Assistant Vice President
<PAGE>

Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District

REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank,
N.A. of New York in the State of New York, at the close of business on December
31, 1999, published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller
of the Currency Northeastern District.

<TABLE>
<S> <C>
Assets
Thousands of dollars

TOTAL LIABILITIES...................................................................................... $306,337,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................................................... $ 0
Common stock........................................................................................... 751,000
Surplus................................................................................................ 9,836,000
Undivided profits and capital reserves................................................................. 11,565,000
Net unrealized holding gains (losses) on available-for sale securities................................. 116,000
Accumulated net gains (losses) on cash flow hedges..................................................... 0
Cumulative foreign currency translation adjustments.................................................... (706,000)
------------
TOTAL EQUITY CAPITAL................................................................................... $ 21,562,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL.................................... $327,899,000

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..................................................... $ 10,648,000
Interest-bearing balances.............................................................................. 12,916,000
Held-to-maturity securities............................................................................ 0
Available-for-sale securities.......................................................................... 40,494,000
Federal funds sold and securities purchased under agreements to resell................................. 7,255,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income............................................................... $209,214,000
LESS:
Allowance for loan and lease losses.................................................................... 4,647,000
Loans and leases, net of unearned income, allowance, and reserve....................................... 204,567,000
Trading assets......................................................................................... 28,321,000
Premises and fixed assets (including capitalized leases)............................................... 3,808,000
Other real estate owned................................................................................ 365,000
Investments in unconsolidated subsidiaries and associated companies.................................... 1,212,000
Customers' liability to this bank on acceptances outstanding........................................... 1,134,000
Intangible assets...................................................................................... 4,244,000
Other assets........................................................................................... 12,890,000
------------
TOTAL ASSETS........................................................................................... $327,899,000
------------
</TABLE>
<PAGE>

<TABLE>
<S> <C>
LIABILITIES
Deposits: In domestic offices....................................................... $ 46,525,000
Noninterest-bearing................................................................. $ 15,373,000
Interest-bearing.................................................................... 31,152,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs....................... 188,307,000
Noninterest-bearing................................................................. 12,313,000
Interest-bearing.................................................................... 175,994,000
Federal funds purchased and securities sold under agreements to repurchase.......... 8,039,000
Demand notes issued to the U.S. Treasury............................................ 0
Trading liabilities................................................................. 26,196,000
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less....................................... 11,978,000
With a remaining maturity of more than one year through three years................. 1,170,000
With a remaining maturity of more than three years.................................. 2,827,000
Bank's liability on acceptances executed and outstanding............................ 1,222,000
Subordinated notes and debentures................................................... 6,850,000
Other liabilities................................................................... 13,223,000
</TABLE>

I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.

ROGER W. TRUPIN
CONTROLLER

We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

JOHN S. REED
WILLIAM R. RHODES
PAUL J. COLLINS
DIRECTORS