ELI LILLY & Co — Director's Dealing 2006

May 3, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-05-01

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12410	Direct
Common Stock	3050	Indirect
Common Stock	1242	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option 10/01 (right to buy)	$79.28	2011-10-04	Common Stock (5000)		Direct
Employee stock option 10/96 (right to buy)	$34.595	2006-10-20	Common Stock (2800)		Direct
Employee stock option 10/97 (right to buy)	$64.06	2007-10-19	Common Stock (5700)		Direct
Employee stock option 10/98 (right to buy)	$74.2813	2008-10-17	Common Stock (5700)		Direct
Employee stock option 10/98 (right to buy)	$74.2813	2008-10-17	Common Stock (1600)		Indirect
Employee stock option 10/99 (right to buy)	$66.375	2009-10-16	Common Stock (10000)		Direct
Employee stock option 2/01 (right to buy)	$73.98	2011-02-18	Common Stock (12000)		Direct
Employee stock option 2/02 (right to buy)	$75.92	2012-02-17	Common Stock (10000)		Direct
Employee stock option 2/03 (right to buy)	$57.85	2013-02-15	Common Stock (11200)		Direct
Employee stock option 2/04 (right to buy)	$73.11	2014-02-14	Common Stock (25000)		Direct
Employee stock option 2/05 (right to buy)	$55.65	2015-02-10	Common Stock (23077)		Direct
Employee stock option 2/06 (right to buy)	$56.18	2016-02-09	Common Stock (27108)		Direct
Employee stock option 5/06 (right to buy)	$52.54	2016-04-29	Common Stock (30000)		Direct

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.