ELI LILLY & Co — Director's Dealing 2009

Feb 12, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2008-12-31

Reporting Person: SANTINI GINO (Sr.VP, Corp. Strategy & BD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-11	Common Stock	G	2548	$0.00	Disposed	109865	Direct
2008-12-15	Common Stock	G	343	$0.00	Disposed	109522	Direct
2008-02-11	Common Stock	G	2548	$0.00	Acquired	12388	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2629	Indirect
Common Stock	3055	Indirect
Common Stock	3055	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.