ELI LILLY & Co — Director's Dealing 2008

Feb 12, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2007-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-10-05	Common Stock	G	32658	$0.00	Disposed	0	Direct
2007-10-05	Common Stock	G	32658	$0.00	Acquired	32825	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3500	Indirect
Common Stock	1314	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.