Eli Lilly and Company (LLY)

Item 7.01 Regulation FD Disclosure.

In connection with the Notes offering described above, the Company is providing prospective Note purchasers with an update on the Company’s Zyprexa® product liability litigation. Reference is made here to the prior disclosure of the litigation in the Company’s Form 10-Q for the quarter ended June 30, 2005, including three pending suits in the Federal District Court for the Eastern District of New York that purport to be nationwide class actions on behalf of Zyprexa patients, consumers and/or payors. On August 25, 2005, an additional lawsuit was filed in the same court that purports to be a class action on behalf of all consumers and third party payors who have purchased, reimbursed or paid for Zyprexa. As with the previous suits, the new suit alleges that the Company inadequately tested for and warned about side effects of Zyprexa and improperly promoted the drug. The suit seeks to recover amounts paid for Zyprexa by members of the proposed class. The suit is brought under certain state consumer protection statutes, the federal civil RICO statute (18 U.S.C. §1961 et seq.), and common law theories, and seeks treble damages, punitive damages, and attorneys fees. This suit does not affect the previously disclosed agreement in principle to settle the majority of the Zyprexa product liability claims known to the Company. The parties to the agreement in principle continue to negotiate a final settlement agreement. The Company is prepared to continue its vigorous defense of Zyprexa in all remaining cases against it, including this new suit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.