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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	40999	$0.00	Acquired	40999	Direct
2010-02-01	Common Stock	F	13956	$35.20	Disposed	27043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Unit	$0.00	M	40999	Disposed	2010-02-01	Common Stock (40999)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4920	Indirect
Common Stock	1454	Indirect
Common Stock	54130	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.