ELI LILLY & Co — Director's Dealing 2006

Feb 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-02-23

Reporting Person: SANTINI GINO (Sr.VP, Corp. Strategy & Policy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-23	Common Stock	M	13110	$34.595	Acquired	98666	Direct
2006-02-23	Common Stock	F	9636	$56.10	Disposed	89030	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-23	Employee stock option 10/96 (right to buy)	$34.595	M	13110	Disposed	2006-10-20	Common Stock (13110)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1554	Indirect
Common Stock	2070	Indirect
Common Stock	2070	Indirect
Common Stock	2292	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.