ELI LILLY & Co — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-02-01

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	82942	$0.00	Acquired	82942	Direct
2011-02-01	Common Stock	F	31040	$34.77	Disposed	51902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Restricted Stock Unit	$0.00	M	82942	Disposed	2011-02-01	Common Stock (82942)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5630	Indirect
Common Stock	1537	Indirect
Common Stock	72983	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.