December 12, 2007

Tim Buchmiller, Esq.
Senior Attorney
Division of Corporation Finance
Securities and Exchange Commission
Washington, DC 20549

Re:		Eli Lilly and Company Definitive Proxy Statement Filed March 5, 2007 File No. 001-6351

Dear Mr. Buchmiller:

Thank you for your letter of November 29, 2007. In response to your two specific comments:

	1.		We confirm that we will disclose in future filings actions taken regarding executive compensation after our last completed fiscal year’s end that could materially affect a fair understanding of our named executive officers’ compensation for the last fiscal year.
	2.		We acknowledge that:

	•		The company is responsible for the adequacy and accuracy of the disclosure in our proxy statement filings;
	•		Staff comments or changes in disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filings; and
	•		The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Tim Buchmiller
December 12, 2007
Page 2

If you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ James B. Lootens

James B. Lootens
Secretary and Deputy General Counsel
Eli Lilly and Company
(317) 276 5835
Lootens_james_b@lilly.com