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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-03	Common Stock	G	21305	$0.00	Disposed	0	Direct
2009-03-03	Common Stock	G	21305	$0.00	Acquired	54130	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4785	Indirect
Common Stock	1454	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.