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: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-01	Common Stock	F	8081	$51.52	Disposed	61934	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1383	Indirect
Common Stock	10000	Indirect

Footnotes

F1: Grantor retained annuity trust established by reporting person. Reporting person is trustee.