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: 2006-09-18

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-18	Common Stock	M	1250	$34.595	Acquired	15436	Direct
2006-09-18	Common Stock	S	1250	$54.78	Disposed	14186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-18	Employee stock option 10/96 (right to buy)	$34.595	M	1250	Disposed	2006-10-20	Common Stock (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4716	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 February 1, 2006.