ELI LILLY & Co — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-05-14

Reporting Person: Tapiero Jacques (SVP&Pres., Emerging Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	S	2000	$41.04	Disposed	20869	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18115	Indirect
Common Stock	2703	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 March 5, 2012.

F2: Reporting person disclaims beneficial ownership of these shares.