ELI LILLY & Co — Director's Dealing 2008

Jan 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2008-01-25

Reporting Person: TAUREL SIDNEY (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-25	Common Stock	A	100000	$50.74	Acquired	735443	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16897	Indirect
Common Stock	1290	Indirect
Common Stock	100000	Indirect
Common Stock	95623	Indirect
Common Stock	6801	Indirect
Common Stock	73192	Indirect
Common Stock	80000	Indirect
Common Stock	55980	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Held by Family Limited Partnership 1 in which reporting person is sole general partner. Reporting person, his wife, children, and a trust for the benefit of his grandchildren have limited interests, and reporting person disclaims beneficial ownership in the shares held by the partnership except to the extent of his pecuniary interest therein.

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