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: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	F	20100	$34.77	Disposed	17062	Direct
2011-02-01	Common Stock	M	55294	$0.00	Acquired	72356	Direct
2011-02-03	Common Stock	S	600	$35.30	Disposed	71756	Direct
2011-02-03	Common Stock	S	600	$35.31	Disposed	71156	Direct
2011-02-03	Common Stock	S	5821	$35.32	Disposed	65335	Direct
2011-02-03	Common Stock	S	6963	$35.33	Disposed	58372	Direct
2011-02-03	Common Stock	S	2394	$35.34	Disposed	55978	Direct
2011-02-03	Common Stock	S	4044	$35.35	Disposed	51934	Direct
2011-02-03	Common Stock	S	10546	$35.36	Disposed	41388	Direct
2011-02-03	Common Stock	S	2700	$35.37	Disposed	38688	Direct
2011-02-03	Common Stock	S	1500	$35.38	Disposed	37188	Direct
2011-02-03	Common Stock	S	26	$35.39	Disposed	37162	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Restricted Stock Unit	$0.00	M	55294	Disposed	2011-02-01	Common Stock (55294)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3096	Indirect
Common Stock	1225	Indirect
Common Stock	9980	Indirect
Common Stock	33486	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2010.

F2: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F3: Reporting person disclaims beneficial ownership of these shares.