ELI LILLY & Co — Director's Dealing 2006

Mar 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-02-28

Reporting Person: GOLDEN CHARLES E (Director, Exec. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-28	Common Stock	M	29170	$30.095	Acquired	114453	Direct
2006-02-28	Common Stock	S	500	$56.16	Disposed	113953	Direct
2006-02-28	Common Stock	S	500	$56.17	Disposed	113453	Direct
2006-02-28	Common Stock	S	500	$56.18	Disposed	112953	Direct
2006-02-28	Common Stock	S	400	$56.19	Disposed	112553	Direct
2006-02-28	Common Stock	S	14700	$56.20	Disposed	97853	Direct
2006-02-28	Common Stock	S	1700	$56.21	Disposed	96153	Direct
2006-02-28	Common Stock	S	600	$56.22	Disposed	95553	Direct
2006-02-28	Common Stock	S	269	$56.23	Disposed	95284	Direct
2006-02-28	Common Stock	S	1800	$56.24	Disposed	93484	Direct
2006-02-28	Common Stock	S	200	$56.26	Disposed	93284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-28	Employee stock option 3/96 (right to buy)	$30.095	M	29170	Disposed	2006-03-17	Common Stock (29170)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21392	Indirect
Common Stock	1520	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 3, 2005.