ELI LILLY & Co — Director's Dealing 2009

May 6, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2009-05-01

Reporting Person: Mahony Susan (Senior VP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9534	Direct
Common Stock	251	Indirect
Common Stock	280	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option 10/01 (right to buy)	$79.28	2011-10-04	Common Stock (4250)		Direct
Employee stock option 10/01 (right to buy)	$79.28	2011-10-04	Common Stock (1100)		Indirect
Employee stock option 10/99 (right to buy)	$66.375	2009-10-16	Common Stock (2200)		Indirect
Employee stock option 2/01 (right to buy)	$73.98	2011-02-18	Common Stock (4300)		Direct
Employee stock option 2/01 (right to buy)	$73.98	2011-02-18	Common Stock (2550)		Indirect
Employee stock option 2/02 (right to buy)	$75.92	2012-02-17	Common Stock (2350)		Indirect
Employee stock option 2/02 (right to buy)	$75.92	2012-02-17	Common Stock (8500)		Direct
Employee stock option 2/03 (right to buy)	$57.85	2013-02-15	Common Stock (10300)		Direct
Employee stock option 2/03 (right to buy)	$57.85	2013-02-15	Common Stock (2350)		Indirect
Employee stock option 2/04 (right to buy)	$73.11	2014-02-14	Common Stock (9000)		Direct
Employee stock option 2/04 (right to buy)	$73.11	2014-02-14	Common Stock (3700)		Indirect
Employee stock option 2/05 (right to buy)	$55.65	2015-02-10	Common Stock (1065)		Indirect
Employee stock option 2/05 (right to buy)	$55.65	2015-02-10	Common Stock (8521)		Direct
Employee stock option 2/06 (right to buy)	$56.18	2016-02-09	Common Stock (9036)		Direct
Employee stock option 2/06 (right to buy)	$56.18	2016-02-09	Common Stock (1175)		Indirect