ELI LILLY & Co — Director's Dealing 2007

Apr 23, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2007-04-19

Reporting Person: TAUREL SIDNEY (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-19	Common Stock	S	25000	$60.00	Disposed	635952	Direct
2007-04-19	Common Stock	G	2795	$0.00	Disposed	633157	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16544	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	1290	Indirect
Common Stock	100000	Indirect
Common Stock	95623	Indirect
Common Stock	88150	Indirect
Common Stock	14278	Indirect
Common Stock	44969	Indirect
Common Stock	90784	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2006.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Held by Family Limited Partnership 1 in which reporting person is sole general partner. Reporting person, his wife, children, and a trust for the benefit of his grandchildren have limited interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

F4: Grantor retained annuity trust established by reporting person. Reporting person is trustee.