EXHIBIT 99.  CAUTIONARY STATEMENT UNDER PRIVATE
            SECURITIES LITIGATION REFORM ACT OF 1995 - "SAFE
            HARBOR" FOR FORWARD LOOKING DISCLOSURES

            Certain forward-looking statements are included in
            this Form 10-Q and may be made by Company
            spokespersons based on current expectations of
            management.  All forward-looking statements made by
            the Company are subject to risks and uncertainties.
            Certain factors, including, but not limited to those
            listed below, may cause actual results to differ
            materially from current expectations and historical
            results.

              - Economic factors over which the Company has no
                control, including changes in inflation, interest
                rates and foreign currency exchange rates.

              - Competitive factors including generic competition
                as patents on key products, such as Prozac,
                expire; pricing pressures, both in the U.S. and
                abroad, primarily from managed care groups and
                government agencies; and technological advances
                and patents obtained by competitors.

              - Governmental factors including laws and
                regulations and judicial decisions at the state
                and federal level related to Medicare, Medicaid
                and healthcare reform; and laws and regulations
                affecting international operations.

              - The difficulties and uncertainties inherent in
                new product development. New product candidates
                that appear promising in development may fail to
                reach the market because of efficacy or safety
                concerns, inability to obtain necessary
                regulatory approvals, difficulty or excessive
                costs to manufacture, or infringement of the
                patents or intellectual property rights of
                others.

              - Delays and uncertainties in the FDA approval
                process and the approval processes in other
                countries, resulting in lost market opportunity.

              - Unexpected safety or efficacy concerns arising
                with respect to marketed products, whether or not
                scientifically justified, leading to product
                recalls, withdrawals or declining sales.

              - Legal factors including unanticipated litigation
                of product liability claims; antitrust
                litigation; environmental matters; and patent
                disputes with competitors which could preclude
                commercialization of products or negatively
                affect sales of existing products.

              - Future difficulties obtaining or the inability to
                obtain existing levels of product liability
                insurance.

              - Changes in tax laws, including the proposed
                amendment by Congress to the Section 936 income
                tax credit to eliminate the income-based tax
                credit for companies with operations in Puerto
                Rico, including Lilly.  Future changes in tax
                laws related to the remittance of foreign
                earnings or investments in foreign countries with
                favorable tax rates could materially impact the
                Company's results.

              - 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 the Company.

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