ELI LILLY & Co — Director's Dealing 2011

Jan 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-01-25

Reporting Person: Mahony Susan (SVP, HR & Diversity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-25	Common Stock	A	1730	$34.73	Acquired	3276	Indirect
2011-01-25	Common Stock	A	9297	$34.73	Acquired	27543	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	979	Indirect
Common Stock	956	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.