ELI LILLY & Co — Director's Dealing 2010

Jan 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2010-01-26

Reporting Person: Mahony Susan (Senior VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-26	Common Stock	A	8712	$36.16	Acquired	18246	Direct
2010-01-26	Common Stock	A	1546	$36.16	Acquired	1546	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	486	Indirect
Common Stock	547	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.