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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	111041	$0.00	Acquired	171315	Direct
2010-02-01	Common Stock	F	41598	$35.20	Disposed	129717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Unit	$0.00	M	111041	Disposed	2010-02-01	Common Stock (111041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	64565	Indirect
Common Stock	15497	Indirect
Common Stock	29093	Indirect

Footnotes

F1: 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.

F2: Reporting person disclaims beneficial ownership of these shares.

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