ELI LILLY & Co — Director's Dealing 2012

Feb 3, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	G	39461	$0.00	Disposed	0	Direct
2011-02-24	Common Stock	G	39461	$0.00	Acquired	112444	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6248	Indirect
Common Stock	1624	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.