ELI LILLY & Co — Director's Dealing 2005

Dec 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-12-07

Reporting Person: GOLDEN CHARLES E (Director, Exec. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-07	Common Stock	M	3322	$52.19	Acquired	68301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-07	Employee stock option 3/96 (right to buy)	$30.095	M	3322	Disposed	2006-03-17	Common Stock (3322)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21392	Indirect
Common Stock	1324	Indirect