ELI LILLY & Co — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	25573	$39.44	Acquired	25573	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Restricted Stock Unit	$	A	52947	Acquired	2013-02-01	Common Stock (52947)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6248	Indirect
Common Stock	1624	Indirect
Common Stock	112444	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.