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: Lundberg Jan M (EVP,Science&Tech and Pres. LRL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	33333	$0.00	Acquired	33333	Direct
2011-02-01	Common Stock	F	10981	$34.77	Disposed	22352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Restricted Stock Unit	$0.00	M	33333	Disposed		Common Stock (33333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	574	Indirect

Footnotes

F1: The Restricted Stock Units vests in three equal annual installments as follows: 33,333 on February 1, 2011; 33,333 on February 1, 2012; and 33,334 on February 1, 2013.