ELI LILLY & Co — Director's Dealing 2010

Feb 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2010-02-03

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-03	Common Stock	S	2100	$35.22	Disposed	24943	Direct
2010-02-03	Common Stock	S	100	$35.23	Disposed	24843	Direct
2010-02-03	Common Stock	S	3000	$35.20	Disposed	21843	Direct
2010-02-03	Common Stock	S	300	$35.16	Disposed	21543	Direct
2010-02-03	Common Stock	S	700	$35.15	Disposed	20843	Direct
2010-02-03	Common Stock	S	100	$35.33	Disposed	20743	Direct
2010-02-03	Common Stock	S	400	$35.32	Disposed	20343	Direct
2010-02-03	Common Stock	S	400	$35.34	Disposed	19943	Direct
2010-02-03	Common Stock	S	100	$35.35	Disposed	19843	Direct
2010-02-03	Common Stock	S	1000	$35.31	Disposed	18843	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4920	Indirect
Common Stock	1454	Indirect
Common Stock	54130	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.