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: LECHLEITER JOHN C (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-09	Common Stock	G	467	$0.00	Disposed	102251	Direct
2006-11-10	Common Stock	G	186	$0.00	Disposed	102065	Direct
2006-11-28	Common Stock	G	1824	$0.00	Disposed	100241	Direct
2006-12-07	Common Stock	G	1	$0.00	Disposed	100240	Direct
2006-12-13	Common Stock	G	1801	$0.00	Disposed	98439	Direct
2006-12-20	Common Stock	G	96	$0.00	Disposed	98343	Direct
2006-11-09	Common Stock	G	287	$0.00	Acquired	775	Indirect
2006-11-10	Common Stock	G	2	$0.00	Acquired	777	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	9446	Indirect
Common Stock	12372	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.