ELI LILLY & Co — Director's Dealing 2007

Feb 13, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2007-01-17

Reporting Person: Rice Derica W (Sr. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-01-17	Common Stock	A	82	$52.86	Acquired	167	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32658	Direct
Common Stock	3188	Indirect
Common Stock	1266	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.