ELI LILLY & Co — Director's Dealing 2006

Aug 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-08-24

Reporting Person: Rice Derica W (Sr. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-24	Common Stock	M	1400	$34.595	Acquired	13810	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-24	Employee stock option 10/96 (right to buy)	$34.595	M	1400	Disposed	2006-10-20	Common Stock (1400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3109	Indirect
Common Stock	1247	Indirect