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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	29213	$0.00	Acquired	33655	Direct
2010-02-01	Common Stock	F	8851	$35.20	Disposed	24804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Unit	$0.00	M	29213	Disposed	2010-02-01	Common Stock (29213)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2518	Indirect
Common Stock	2030	Indirect
Common Stock	5975	Indirect
Common Stock	15558	Indirect
Common Stock	33486	Indirect

Footnotes

F1: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F2: Reporting person disclaims beneficial ownership of these shares.