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: LECHLEITER JOHN C (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-17	Common Stock	G	4576	$0.00	Disposed	122704	Direct
2005-11-22	Common Stock	G	3200	$0.00	Acquired	125904	Direct
2005-12-14	Common Stock	G	2977	$0.00	Disposed	122927	Direct
2005-12-21	Common Stock	G	81	$0.00	Disposed	122846	Direct
2005-03-17	Common Stock	G	4576	$0.00	Acquired	12646	Indirect
2005-11-22	Common Stock	G	3200	$0.00	Disposed	9446	Indirect

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	50734	Disposed	2012-02-17	Common Stock (50734)	Indirect
2005-04-30	Employee stock option 2/02 (right to buy)	$75.92	G	50734	Acquired	2012-02-17	Common Stock (50734)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	488	Indirect
Common Stock	11785	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F3: The reporting person transferred these options to an irrevocable trust, for the benefit of his children.

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

F5: Irrevocable trust for the benefit of reporting person's children. Reporting person disclaims beneficial ownership of these shares.