ELI LILLY & Co — Director's Dealing 2007

Feb 12, 2007

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2006-12-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24396	Direct
Common Stock	85	Indirect

Footnotes

F1: These shares reflect an amended total from that reported on May 1, 2006, the date on which the reporting person became an executive officer of the company.

F2: Of the total number of shares shown, 490 shares were held by the reporting person's wife on May 1, 2006, but are now jointly held.

F3: The reporting person's wife owned 85 shares of common stock on May 1, 2006, the date on which the reporting person became an executive officer of the company.