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: Murphy Anthony John (Senior VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-29	Common Stock	G	10966	$0.00	Acquired	61235	Direct
2008-04-04	Common Stock	G	39661	$0.00	Disposed	21574	Direct
2008-02-29	Common Stock	G	10966	$0.00	Disposed	0	Indirect
2008-04-04	Common Stock	G	39661	$0.00	Acquired	39661	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.