X0202 5 2005-12-31 0 0 0 0000059478 LILLY ELI & CO LLY 0001209281 LECHLEITER JOHN C LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 1 1 0 0 President and COO Common Stock 2005-03-17 5 G 0 4576 0.00 D 122704 D Common Stock 2005-11-22 5 G 0 3200 0.00 A 125904 D Common Stock 2005-12-14 5 G 0 2977 0.00 D 122927 D Common Stock 2005-12-21 5 G 0 81 0.00 D 122846 D Common Stock 2005-03-17 5 G 0 4576 0.00 A 12646 I by wife Common Stock 2005-11-22 5 G 0 3200 0.00 D 9446 I by wife Common Stock 18316 I by family limited partnership Common Stock 488 I cust. for daughter Elizabeth Common Stock 11785 I 401(k) Employee stock option 2/02 (right to buy) 75.92 2005-04-30 5 G 0 50734 0.00 D 2005-02-18 2012-02-17 Common Stock 50734 67949 I GRAT Employee stock option 2/02 (right to buy) 75.92 2005-04-30 5 G 0 50734 0.00 A 2005-02-18 2012-02-17 Common Stock 50734 50734 I Irrev. Trust Reporting person disclaims beneficial ownership of these shares. 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. The reporting person transferred these options to an irrevocable trust, for the benefit of his children. Grantor retained annuity trust established by reporting person. Reporting person is trustee. Irrevocable trust for the benefit of reporting person's children. Reporting person disclaims beneficial ownership of these shares. John C. Lechleiter 2006-02-14