ELI LILLY & Co — Director's Dealing 2005

Dec 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-30	Common Stock	M	29169	$30.095	Acquired	87196	Direct
2005-11-30	Common Stock	S	17	$50.47	Disposed	87179	Direct
2005-11-30	Common Stock	S	12200	$50.45	Disposed	74979	Direct
2005-11-30	Common Stock	S	10000	$50.40	Disposed	64979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-11-30	Employee stock option 3/96 (right to buy)	$30.095	M	29169	Disposed	2006-03-17	Common Stock (29169)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21392	Indirect
Common Stock	1324	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 3, 2005.