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: LECHLEITER JOHN C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-02	Common Stock	F	27726	$36.82	Disposed	67449	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	19446	Indirect
Common Stock	14168	Indirect
Common Stock	4937	Indirect
Common Stock	37346	Indirect
Common Stock	50000	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Grantor retained annuity trust established by reporting person. Reporting person is trustee.