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 * SANTINI GINO 2. Issuer Name and Ticker or Trading Symbol LILLY ELI & CO [LLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr.VP, Corp. Strategy & Policy (Last) (First) (Middle) LILLY CORPORATE CENTER 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2006 (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 08/05/2004   G5(1) 2,134 D $ 0 73,048 D   Common Stock 10/07/2005   G5(1) 2,576 D $ 0 81,335 D   Common Stock 12/16/2005   G5(2) 270 D $ 0 76,065 D   Common Stock 06/09/2006   G(1) 2,778 D $ 0 81,272 D   Common Stock 12/20/2006   G(2) 192 D $ 0 79,537 D   Common Stock 12/22/2006   G(2) 95 D $ 0 79,442 D   Common Stock 08/05/2004   G5(1) 172 A $ 0 2,242 I by daughter Common Stock 08/05/2004   G5(3) 172 A $ 0 2,414 I by daughter Common Stock 10/07/2005   G5(1) 205 A $ 0 2,619 I by daughter Common Stock 10/07/2005   G5(3) 205 A $ 0 2,824 I by daughter Common Stock 06/09/2006   G(1) 231 A $ 0 3,055 I by daughter Common Stock 08/05/2004   G5(1) 172 A $ 0 2,242 I by son Common Stock 08/05/2004   G5(3) 172 A $ 0 2,414 I by son Common Stock 10/07/2005   G5(1) 205 A $ 0 2,619 I by son Common Stock 10/07/2005   G5(3) 205 A $ 0 2,824 I by son Common Stock 06/09/2006   G(1) 231 A $ 0 3,055 I by son Common Stock 08/05/2004   G5(1) 1,790 A $ 0 4,082 I by wife Common Stock 08/05/2004   G5(3) 344 D $ 0 3,738 I by wife Common Stock 10/07/2005   G5(1) 2,166 A $ 0 5,904 I by wife Common Stock 10/07/2005   G5(3) 410 D $ 0 5,494 I by wife Common Stock 06/09/2006   G(1) 2,316 A $ 0 7,810 I by wife Common Stock             1,839 I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SANTINI GINO LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285	Â	Â	  Sr.VP, Corp. Strategy & Policy	Â

Signatures

Bronwen Mantlo for Gino Santini, authorization on file		02/14/2007
**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)	These transactions involved gifts of securities by the reporting person to his wife, daughter, and son, all of whom share the reporting person's household. The reporting person disclaims beneficial ownership of these shares.
(2)	Charitable gifts.
(3)	These transactions involved gifts of securities by the reporting person's wife to his son and daughter. All three share the reporting person's household. The reporting person disclaims beneficial ownership of these shares.

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