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: LECHLEITER JOHN C (Director, Chairman, President, and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-31	Common Stock	G	33116	$0.00	Acquired	69443	Direct
2010-03-31	Common Stock	G	33116	$0.00	Disposed	36327	Direct
2010-07-23	Common Stock	G	1430	$0.00	Disposed	52735	Direct
2010-07-26	Common Stock	G	1430	$0.00	Disposed	51305	Direct
2010-07-27	Common Stock	G	1430	$0.00	Acquired	52735	Direct
2010-12-14	Common Stock	G	8729	$0.00	Disposed	67700	Direct
2010-03-31	Common Stock	G	33116	$0.00	Disposed	31449	Indirect
2010-03-31	Common Stock	G	33116	$0.00	Acquired	64565	Indirect
2010-04-30	Common Stock	G	7543	$0.00	Disposed	57022	Indirect
2010-05-03	Common Stock	G	9	$0.00	Disposed	57013	Indirect
2010-07-23	Common Stock	G	1430	$0.00	Acquired	58443	Indirect
2010-07-26	Common Stock	G	1430	$0.00	Disposed	57013	Indirect
2010-07-27	Common Stock	G	1430	$0.00	Disposed	55583	Indirect
2010-11-09	Common Stock	G	2574	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	16597	Indirect
Common Stock	0	Indirect
Common Stock	78377	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

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

F3: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.