Initial Statement of Beneficial Ownership

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Carmine Bryce D.

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2008 

3. Issuer Name and Ticker or Trading Symbol

LILLY ELI & CO [LLY]

(Last)        (First)        (Middle)

LILLY CORPORATE CENTER

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Global Marketing & Sales /

(Street)

INDIANAPOLIS, IN 46285       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   40228   D    
Common Stock   4313   I   401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option 10/01 (right to buy)   10/3/2003   10/4/2011   Common Stock   23000   $79.28   D    
Employee stock option 10/98 (right to buy)   10/19/2001   10/17/2008   Common Stock   11000   $74.2813   D    
Employee stock option 10/99 (right to buy)   10/18/2002   10/16/2009   Common Stock   46000   $66.375   D    
Employee stock option 2/01 (right to buy)   2/20/2004   2/18/2011   Common Stock   50600   $73.98   D    
Employee stock option 2/02 (right to buy)   2/18/2005   2/17/2012   Common Stock   50000   $75.92   D    
Employee stock option 2/03 (right to buy)   2/16/2006   2/15/2013   Common Stock   57000   $57.85   D    
Employee stock option 2/04 (right to buy)   2/19/2007   2/14/2014   Common Stock   55000   $73.11   D    
Employee stock option 2/05 (right to buy)   2/11/2008   2/10/2015   Common Stock   42604   $55.65   D    
Employee stock option 2/06 (right to buy)   2/10/2009   2/9/2016   Common Stock   37651   $56.18   D    

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carmine Bryce D.
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285

EVP, Global Marketing & Sales

Signatures
Bryce D. Carmine 4/10/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

Bryce D. Carmine Lilly Corporate Center Indianapolis, Indiana 46285

Securities and Exchange Commission
Washington, D.C. 20549

Authorization Regarding Reporting Forms

I hereby authorize and designate the following persons to sign and file with the Commission on my behalf Forms 3, 4, and 5 covering my transactions and holdings in the common stock and other equity securities of Eli Lilly and Company as required by Section 16 of the Securities Exchange Act of 1934 and the rules thereunder:

Robert A. Armitage, Lilly Corporate Center, Indianapolis, Indiana James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana Bronwen L. Mantlo, Lilly Corporate Center, Indianapolis, Indiana

This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission.

Bryce D. Carmine March 25, 2008