ELI LILLY & Co — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-02-01

Reporting Person: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	58616	$0.00	Acquired	121372	Direct
2012-02-01	Common Stock	F	24309	$39.74	Disposed	97063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Unit	$0.00	M	58616	Disposed	2012-02-01	Common Stock (58616)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3583	Indirect
Common Stock	33486	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.