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

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	50738	Disposed	2012-02-17	Common Stock (50738)	Indirect
2005-04-30	Employee stock option 2/02 (right to buy)	$75.92	G	50738	Acquired	2012-02-17	Common Stock (50738)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68301	Direct
Common Stock	21392	Indirect
Common Stock	1320	Indirect

Footnotes

F1: Held by a family limited partnership of which reporting person and his wife are the sole general partners. Limited partnership interests are held by other members of reporting person's family. Reporting person disclaims beneficial ownership of Lilly common stock held by Golden Associates except to the extent of his pecuniary interest therein.

F2: The reporting person transferred these options to an irrevocable trust, for the benefit of his children.

F3: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F4: Irrevocable trust for the benefit of reporting person's children. Reporting person disclaims beneficial ownership of these shares.