ELI LILLY & Co — Director's Dealing 2006

Oct 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-10-04

Reporting Person: TALLARIGO LORENZO (President, Internat'l Opers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-04	Common Stock	M	8000	$34.595	Acquired	74127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-04	Employee stock option 10/96 (right to buy)	$34.595	M	8000	Disposed	2006-10-20	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1524	Indirect