ELI LILLY & Co — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-05-17

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-11	Common Stock	G	243	$0.00	Disposed	20423	Direct
2011-05-17	Common Stock	S	3378	$39.12	Disposed	17045	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7729	Indirect