ELI LILLY & Co — Director's Dealing 2006

Oct 30, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-10-23

Reporting Person: LECHLEITER JOHN C (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-23	Common Stock	S	25000	$56.87	Disposed	102718	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	9446	Indirect
Common Stock	488	Indirect
Common Stock	12281	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 8, 2006.

F2: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F3: Reporting person disclaims beneficial ownership of these shares.