ELI LILLY & Co — Director's Dealing 2011

Jan 31, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2010-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-12	Common Stock	G	18843	$0.00	Disposed	0	Direct
2010-03-22	Common Stock	G	10	$0.00	Disposed	0	Direct
2010-02-12	Common Stock	G	18843	$0.00	Acquired	72973	Indirect
2010-03-22	Common Stock	G	10	$0.00	Acquired	72983	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5493	Indirect
Common Stock	1537	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.