ELI LILLY & Co — Director's Dealing 2011

Feb 22, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-02-11

Reporting Person: Fry Stephen F (SVP, HR & Diversity)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13071	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$	2017-12-03	Common Stock (7557)		Direct
Restricted Stock Unit	$	2012-12-03	Common Stock (3778)		Direct
Employee stock option 2/06 (right to buy)	$56.18	2016-02-09	Common Stock (7530)		Direct
Employee stock option 2/05 (right to buy)	$55.65	2015-02-10	Common Stock (9231)		Direct
Employee stock option 2/04 (right to buy)	$73.11	2014-02-14	Common Stock (14000)		Direct
Employee stock option 2/03 (right to buy)	$57.85	2013-02-15	Common Stock (12500)		Direct
Employee stock option 2/02 (right to buy)	$75.92	2012-02-17	Common Stock (11050)		Direct
Employee stock option 10/01 (right to buy)	$79.28	2011-10-04	Common Stock (5000)		Direct

Footnotes

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