ELI LILLY & Co — Director's Dealing 2011

May 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-04-29

Reporting Person: HOOVER R DAVID (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock	A	241	$35.62	Acquired	11396	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect

Footnotes

F1: Revocable Trust of which reporting person's spouse is the trustee.