ELI LILLY & Co — Director's Dealing 2010

Feb 3, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2009-12-31

Reporting Person: SANTINI GINO (Sr.VP, Corp. Strategy & BD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-05	Common Stock	G	5259	$0.00	Disposed	96915	Direct
2009-12-07	Common Stock	G	420	$0.00	Disposed	96495	Direct
2009-05-05	Common Stock	G	751	$0.00	Acquired	3806	Indirect
2009-05-05	Common Stock	G	751	$0.00	Acquired	3806	Indirect
2009-05-05	Common Stock	G	3757	$0.00	Acquired	16145	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3249	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.