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EXHIBIT 4.1


     INDENTURE, dated as of February 1, 1991 (the “Indenture”), between ELI
LILLY AND COMPANY, a corporation duly organized and existing under the laws of
the State of Indiana (herein called the “Company”), having its principal office
at Lilly Corporate Center, Indianapolis, Indiana 46285 and CITIBANK, N.A., a
national banking association organized and existing under the laws of the
United States of America (herein called the “Trustee”).


RECITALS OF THE COMPANY


     WHEREAS, the Company has duly authorized the issue, in one or more series
as in this Indenture provided, from time to time of its debt securities
(hereinafter called the “Securities”) and, to provide the general terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture;


     WHEREAS, the Trustee has the power to enter into this Indenture and to
accept and execute the trusts herein created; and


     WHEREAS, the Company represents that all acts and things necessary to make
the Securities, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, and issued, the valid, binding and
legal obligations of the Company, will, at the time of such execution,
authentication and delivery, have been done and performed; that all acts and
things necessary to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed; that the execution of
this Indenture has in all respects been duly authorized, and that the issue
hereunder of the Securities will, at the time of the issue thereof, have in all
respects been duly authorized; and the Company, in the exercise of each and
every legal right and power in it vested, executes this Indenture and proposes
to make, execute, issue and deliver the Securities;


     NOW, THEREFORE, in consideration of the premises and the purchase and
acceptance of the Securities by the holders thereof, the Company mutually
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of series
thereof, as follows:

 






 



PARAGRAPH A. INCORPORATION BY REFERENCE


     Articles One through Thirteen of the Eli Lilly and Company Standard
Multiple-Series Indenture Provisions dated, and filed with the Securities and
Exchange Commission on, December 20, 1990 (herein called the “Standard
Provisions”), a copy of which is attached hereto as Annex “A”, are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein.


PARAGRAPH B. ADDITIONAL PROVISIONS


     Each of the following provisions, which constitute part of this Indenture,
is numbered to conform with the format of the Standard Provisions:



		
	 	     SECTION 7.13. At the date of this Indenture, the Corporate Trust
office is located at 120 Wall Street, New York, N.Y. 10043, except that,
with respect to presentation of Securities for payment or registration of
transfers and exchanges and the location of the Security Registrar, the
Corporate Trust office is located at the office or agency of the Trustee
in said city at which any particular time its corporate agency business
shall be conducted, which at the date hereof is located at 111 Wall
Street, New York, N.Y. 10043.



ARTICLE FOURTEEN


Miscellaneous Provisions



		
	 	     SECTION 14.01. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.



	 	 	 
	 	 	
ELI LILLY AND COMPANY
	 	 	 
	 	 	
By:
	 	 	


	 	 	
James M. Cornelius

Vice President, Finance
	 	 	 
	[Seal]	 	 
	 	 	 
	ATTEST:	 	 
	 	 	 
	

Fred B. Croner, Jr.

Assistant Secretary	 	 
	 	 	 
	 	 	
CITIBANK, N.A.

Trustee
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name: E. Gibbons

Title: Senior Trust Officer
	 	 	 
	[Seal]	 	 
	 	 	 
	ATTEST	 	 
	 	 	 
	

Name:Pam J. Cote

Title:Trust Officer	 	 



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	STATE OF INDIANA	)

)	
  ss.:
	COUNTY OF MARION	)	 




     On the                     th day of February, 1991, before me personally came James M.
Cornelius, to me known, who, being by me duly sworn, did depose and say that he
is Vice President, Finance, of ELI LILLY AND COMPANY, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.





Notary Public



	 	 	 
	STATE OF NEW YORK	)

)	
  ss.:
	COUNTY OF NEW YORK	)	 




     On the                      th day of February, 1991, before me personally came E. GIBBONS,
to me known, who, being by me duly sworn, did depose and say that he is Senior
Trust Officer of CITIBANK, N.A., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.





Notary Public



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