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 then-current expectations of management.
All forward-looking statements made by the company are subject to risks and
uncertainties. One can identify forward-looking statements by their use of words
such as "expects," "plans," "will," "estimates," "forecasts," "projects,"
"believes," "anticipates" and other words of similar meaning. One can also
identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address the company's growth
strategy, financial results, regulatory issues, status of product approvals,
development programs, litigation and investigations.

Certain factors, including but not limited to those listed below, may cause
actual results to differ materially from current expectations and historical
results.

- -    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 new
     patented products or expanded indications for existing products introduced
     by competitors, which can lead to declining demand for the company's
     products.

- -    Changes in inventory levels maintained by pharmaceutical wholesalers that
     can cause reported sales for a particular period to differ significantly
     from underlying prescriber demand.

- -    Economic factors over which the company has 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 federal, state and foreign laws and
     regulations that affect pharmaceutical pricing, such as Medicaid, Medicare,
     pharmaceutical importation laws, and other laws and regulations that could,
     directly or indirectly, impose governmental controls on the prices at which
     the company's products are sold.

- -    The difficulties and uncertainties inherent in new product development. New
     product candidates that appear promising in development may fail to reach
     the market or may have only limited commercial success 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.

- -    Regulatory issues concerning compliance with current Good Manufacturing
     Practices (cGMP) regulations for pharmaceutical products. In particular, as
     a result of observations noted by the FDA in two recent Lilly plant
     inspections, one of which resulted in a warning letter from the agency, the
     company is in the process of implementing comprehensive, company-wide
     improvements in its manufacturing quality operations to assure compliance
     with current Good Manufacturing Practices (cGMP) regulations. The company
     is working closely with the FDA to implement the improvements and does not
     currently expect a material financial impact from the issues raised by the
     FDA or the cost of the improvements the company is implementing. However,
     the timing and nature of the resolution of the cGMP issues will depend on
     the company's ability to demonstrate to the satisfaction of the FDA the
     quality and reliability of its manufacturing controls and procedures. A
     failure to correct cGMP deficiencies to the satisfaction of the FDA could
     lead to product recalls and seizures, interruption of production, and the
     withholding of approvals of new drug applications pending resolution of the
     cGMP issues. Similar issues can arise with other companies that perform
     third-party manufacturing for Lilly.





- -    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 or
     other liability claims; antitrust litigation; environmental matters; and
     patent disputes with competitors that could preclude commercialization of
     products or negatively affect the profitability of existing products.

- -    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, the American
     Institute of Certified Public Accountants, and the Emerging Issues Task
     Force, which are adverse to the company.

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

The company undertakes no duty to update forward-looking statements.