ELI LILLY & Co — Director's Dealing 2006

Feb 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-02-01

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-01	Common Stock	F	2799	$56.62	Disposed	95857	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2600	Indirect
Common Stock	579	Indirect
Common Stock	4836	Indirect
Common Stock	589	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.