ELI LILLY & Co — Director's Dealing 2009

Feb 3, 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: Rice Derica W (Sr. Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-02	Common Stock	F	10227	$36.82	Disposed	21305	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4189	Indirect
Common Stock	1372	Indirect
Common Stock	32825	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.