ELI LILLY & Co — Director's Dealing 2006

Oct 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-10-20

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-15	Common Stock	G	1070	$0.00	Disposed	39656	Direct
2006-09-15	Common Stock	G	1070	$0.00	Acquired	5906	Indirect
2006-10-20	Common Stock	S	4836	$56.91	Disposed	1070	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2853	Indirect
Common Stock	579	Indirect
Common Stock	589	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.