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: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-02	Common Stock	G	33486	$0.00	Disposed	0	Direct
2009-10-02	Common Stock	G	33486	$0.00	Acquired	33486	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4442	Direct
Common Stock	2402	Indirect
Common Stock	2030	Indirect
Common Stock	5975	Indirect
Common Stock	15558	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Grantor retained annuity trust established by reporting person. Reporting person is trustee.