ELI LILLY & Co — Director's Dealing 2010

Feb 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2010-02-01

Reporting Person: Lundberg Jan M (EVP,Science&Tech and Pres. LRL)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Unit	$	A	100000	Acquired		Common Stock (100000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.

F2: The restricted stock units vest in three equal annual installments on February 1, 2011; February 1, 2012; and February 1, 2013.