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: 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	M	2890	$34.595	Acquired	42546	Direct
2006-09-15	Common Stock	F	1820	$55.24	Disposed	40726	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	2890	Disposed	2006-10-20	Common Stock (2890)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2852	Indirect
Common Stock	579	Indirect
Common Stock	4836	Indirect
Common Stock	589	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.