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: Canute Scott A (President, Mfg. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-06	Common Stock	G	1879	$0.00	Disposed	3000	Direct
2005-05-23	Common Stock	G	2074	$0.00	Disposed	0	Direct
2005-08-29	Common Stock	G	6000	$0.00	Disposed	0	Direct
2005-05-06	Common Stock	G	1879	$0.00	Acquired	13736	Indirect
2005-05-23	Common Stock	G	2074	$0.00	Acquired	15810	Indirect
2005-06-23	Common Stock	G	1324	$0.00	Disposed	14486	Indirect
2005-06-28	Common Stock	G	6	$0.00	Disposed	14480	Indirect
2005-08-29	Common Stock	G	6000	$0.00	Acquired	19371	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5532	Indirect

Footnotes

F1: Revocable Trust of which reporting person and his wife are trustee.