Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
LECHLEITER JOHN C
 2. Issuer Name and Ticker or Trading Symbol
LILLY ELI & CO [LLY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last)
(First)
(Middle)

LILLY CORPORATE CENTER		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


INDIANAPOLIS, IN 46285		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 03/17/2005   G 4,576 D $ 0 122,704 D  
Common Stock 11/22/2005   G 3,200 A $ 0 125,904 D  
Common Stock 12/14/2005   G 2,977 D $ 0 122,927 D  
Common Stock 12/21/2005   G 81 D $ 0 122,846 D  
Common Stock 03/17/2005   G 4,576 A $ 0 12,646 I (1) by wife
Common Stock 11/22/2005   G 3,200 D $ 0 9,446 I (1) by wife
Common Stock             18,316 I (2) by family limited partnership
Common Stock             488 I (1) cust. for daughter Elizabeth
Common Stock             11,785 I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option 2/02 (right to buy) $ 75.92 04/30/2005   G(3)   50,734 02/18/2005 02/17/2012 Common Stock
50,734
$ 0 67,949
I (4)
GRAT
Employee stock option 2/02 (right to buy) $ 75.92 04/30/2005   G(3) 50,734   02/18/2005 02/17/2012 Common Stock
50,734
$ 0 50,734
I (5)
Irrev. Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LECHLEITER JOHN C
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285		   X     President and COO  

Signatures

John C. Lechleiter 02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reporting person disclaims beneficial ownership of these shares.
(2) 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.
(3) The reporting person transferred these options to an irrevocable trust, for the benefit of his children.
(4) Grantor retained annuity trust established by reporting person. Reporting person is trustee.
(5) Irrevocable trust for the benefit of reporting person's children. Reporting person disclaims beneficial ownership of these shares.

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