ELI LILLY & Co — Director's Dealing 2006

Feb 14, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2005-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-14	Common Stock	G	887	$0.00	Disposed	496437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-30	Employee stock option 2/02 (right to buy)	$75.92	G	149172	Acquired	2012-02-17	Common Stock (149172)	Indirect
2005-04-30	Employee stock option 2/02 (right to buy)	$75.92	G	149172	Disposed	2012-02-17	Common Stock (149172)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	515810	Direct
Common Stock	15509	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	1018	Indirect
Common Stock	0	Indirect
Common Stock	113797	Indirect
Common Stock	20000	Indirect
Common Stock	80000	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Held by Family Limited Partnership 1 in which reporting person is sole general parter. Reporting person's wife and children own limited interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F3: 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 wife and children own limited partnership interests in Family Limited Partnership 1, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F4: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F5: The reporting person transferred these options to an irrevocable trust, for the benefit of his children.

F6: Irrevocable trust for the benefit of reporting person's children. Reporting person disclaims beneficial ownership of these shares.