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: PAUL STEVEN M (EVP, Science and Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-11	Common Stock	G	1044	$0.00	Disposed	49256	Direct
2008-10-10	Common Stock	G	8050	$0.00	Acquired	57306	Direct
2008-10-24	Common Stock	G	503	$0.00	Acquired	57809	Direct
2008-02-11	Common Stock	G	1044	$0.00	Acquired	8553	Indirect
2008-10-10	Common Stock	G	8050	$0.00	Disposed	503	Indirect
2008-10-24	Common Stock	G	503	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	416	Indirect
Common Stock	579	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.