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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-01	Common Stock	F	2784	$56.62	Disposed	85283	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21392	Indirect
Common Stock	1358	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.