ELI LILLY & Co — Director's Dealing 2006

Sep 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-09-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-12	Common Stock	G	1049	$0.00	Disposed	124848	Direct
2006-09-15	Common Stock	M	13110	$34.595	Acquired	137958	Direct
2006-09-15	Common Stock	F	3140	$55.14	Disposed	134818	Direct
2006-09-15	Common Stock	F	7100	$55.11	Disposed	127718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-15	Employee stock option 10/96 (right to buy)	$34.595	M	13110	Disposed	2006-10-20	Common Stock (13110)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	9446	Indirect
Common Stock	488	Indirect
Common Stock	12276	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 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.