ELI LILLY & Co — Director's Dealing 2006

Jul 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-06-30

Reporting Person: TAUREL SIDNEY (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-15	Common Stock	G	265	$0.00	Disposed	571637	Direct
2006-06-16	Common Stock	G	280	$0.00	Disposed	571357	Direct
2006-06-30	Common Stock	M	35000	$34.595	Acquired	606357	Direct
2006-06-30	Common Stock	F	1200	$54.48	Disposed	605157	Direct
2006-06-30	Common Stock	F	9657	$54.50	Disposed	595500	Direct
2006-06-30	Common Stock	F	300	$54.51	Disposed	595200	Direct
2006-06-30	Common Stock	F	2300	$54.52	Disposed	592900	Direct
2006-06-30	Common Stock	F	100	$54.53	Disposed	592800	Direct
2006-06-30	Common Stock	F	13883	$54.54	Disposed	578917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-30	Employee stock option 10/96 (right to buy)	$34.595	M	35000	Disposed	2006-10-20	Common Stock (35000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16045	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	100000	Indirect
Common Stock	95623	Indirect
Common Stock	20500	Indirect
Common Stock	113797	Indirect
Common Stock	20000	Indirect
Common Stock	80000	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: Reporting person disclaims beneficial ownership of these shares.

F3: Held by Family Limited Partnership 1 in which reporting person is sole general partner. Reporting person, his wife, children, and a trust for the benefit of his grandchildren have limited interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F4: Held by Family Limited Partnership 2 in which an LLC controlled by the reporting person is the sole general partner and the reporting person is the sole limited partner. Reporting person's children own an interest in the LLC, and reporting person disclaims beneficial ownership in the shares held by the LLC, except to the extent of his pecuniary interest therein.

F5: Grantor retained annuity trust established by reporting person. Reporting person is trustee.