ELI LILLY & Co — Director's Dealing 2008

Feb 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2008-02-01

Reporting Person: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-01	Common Stock	F	11174	$51.52	Disposed	70122	Direct
2008-02-04	Common Stock	S	700	$51.49	Disposed	69422	Direct
2008-02-04	Common Stock	S	1900	$51.50	Disposed	67522	Direct
2008-02-04	Common Stock	S	800	$51.54	Disposed	66722	Direct
2008-02-04	Common Stock	S	2500	$51.55	Disposed	64222	Direct
2008-02-04	Common Stock	S	400	$51.56	Disposed	63822	Direct
2008-02-04	Common Stock	S	200	$51.61	Disposed	63622	Direct
2008-02-04	Common Stock	S	6000	$51.62	Disposed	57622	Direct
2008-02-04	Common Stock	S	100	$51.64	Disposed	57522	Direct
2008-02-04	Common Stock	S	3722	$51.65	Disposed	53800	Direct
2008-02-04	Common Stock	S	3500	$51.66	Disposed	50300	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47	Indirect
Common Stock	579	Indirect
Common Stock	7509	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.