ELI LILLY & Co — Director's Dealing 2009

Feb 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2009-02-02

Reporting Person: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-02	Common Stock	F	10442	$36.82	Disposed	24401	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1932	Indirect
Common Stock	7091	Indirect
Common Stock	10000	Indirect
Common Stock	20000	Indirect

Footnotes

F1: Grantor retained annuity trust established by reporting person. Reporting person is trustee.