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: LECHLEITER JOHN C (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-15	Common Stock	G	850	$0.00	Disposed	148632	Direct
2007-03-19	Common Stock	G	10000	$0.00	Disposed	138632	Direct
2007-04-18	Common Stock	G	468	$0.00	Disposed	138164	Direct
2007-04-24	Common Stock	G	4437	$0.00	Disposed	83727	Direct
2007-05-03	Common Stock	G	211	$0.00	Disposed	83516	Direct
2007-05-22	Common Stock	G	420	$0.00	Disposed	83096	Direct
2007-09-19	Common Stock	G	1570	$0.00	Disposed	87573	Direct
2007-11-20	Common Stock	G	3962	$0.00	Disposed	89565	Direct
2007-12-11	Common Stock	G	4735	$0.00	Disposed	84830	Direct
2007-12-12	Common Stock	G	15	$0.00	Disposed	84815	Direct
2007-03-19	Common Stock	G	10000	$0.00	Acquired	19446	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18316	Indirect
Common Stock	12984	Indirect
Common Stock	37999	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.

F3: Grantor retained annuity trust established by reporting person. Reporting person is trustee.