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: Deane Frank M (President, Mfg. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-26	Common Stock	A	3251	$36.16	Acquired	13914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-26	Restricted Stock Unit	$	A	35250	Acquired	2011-02-01	Common Stock (35250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1455	Indirect

Footnotes

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