ELI LILLY & Co — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-05-18

Reporting Person: HANISH ARNOLD C (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock	G	238	$0.00	Disposed	19042	Direct
2012-05-18	Common Stock	S	1295	$40.49	Disposed	17747	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8408	Indirect