ELI LILLY & Co — Director's Dealing 2006

Jan 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-01-20

Reporting Person: LECHLEITER JOHN C (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-20	Common Stock	A	32345	$57.04	Acquired	155191	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	9446	Indirect
Common Stock	488	Indirect
Common Stock	11785	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaims beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.