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: LECHLEITER JOHN C (Director, Chairman, President, and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-18	Common Stock	G	61000	$0.00	Disposed	37485	Direct
2009-07-28	Common Stock	G	2808	$0.00	Disposed	44947	Direct
2009-08-27	Common Stock	G	1484	$0.00	Disposed	48764	Direct
2009-12-11	Common Stock	G	4823	$0.00	Disposed	60373	Direct
2009-12-14	Common Stock	G	250	$0.00	Disposed	60123	Direct
2009-06-18	Common Stock	G	61000	$0.00	Acquired	80446	Indirect
2009-12-11	Common Stock	G	6308	$0.00	Disposed	74138	Indirect
2009-12-14	Common Stock	G	9573	$0.00	Disposed	64565	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	15287	Indirect
Common Stock	151	Indirect
Common Stock	29093	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: 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.

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