ELI LILLY & Co — Director's Dealing 2011

Feb 3, 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: Deane Frank M (President, Mfg. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	35250	$0.00	Acquired	62374	Direct
2011-02-01	Common Stock	F	11815	$34.77	Disposed	50559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Restricted Stock Unit	$0.00	M	35250	Disposed	2011-02-01	Common Stock (35250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2062	Indirect