Initial Statement of Beneficial Ownership

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mahony Susan

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2009 

3. Issuer Name and Ticker or Trading Symbol

LILLY ELI & CO [LLY]

(Last)        (First)        (Middle)

LILLY CORPORATE CENTER

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Senior VP, Human Resources /

(Street)

INDIANAPOLIS, IN 46285       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   9534   D    
Common Stock   251   I   401(k)  
Common Stock   280   I   401(k) - by husband  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option 10/01 (right to buy)   10/3/2003   10/4/2011   Common Stock   4250   $79.28   D    
Employee stock option 10/01 (right to buy)   10/3/2003   10/4/2011   Common Stock   1100   $79.28   I   by husband  
Employee stock option 10/99 (right to buy)   10/18/2002   10/16/2009   Common Stock   2200   $66.375   I   by husband  
Employee stock option 2/01 (right to buy)   2/20/2004   2/18/2011   Common Stock   4300   $73.98   D    
Employee stock option 2/01 (right to buy)   2/20/2004   2/18/2011   Common Stock   2550   $73.98   I   by husband  
Employee stock option 2/02 (right to buy)   2/18/2005   2/17/2012   Common Stock   2350   $75.92   I   by husband  
Employee stock option 2/02 (right to buy)   2/18/2005   2/17/2012   Common Stock   8500   $75.92   D    
Employee stock option 2/03 (right to buy)   2/16/2006   2/15/2013   Common Stock   10300   $57.85   D    
Employee stock option 2/03 (right to buy)   2/16/2006   2/15/2013   Common Stock   2350   $57.85   I   by husband  
Employee stock option 2/04 (right to buy)   2/19/2007   2/14/2014   Common Stock   9000   $73.11   D    
Employee stock option 2/04 (right to buy)   2/19/2007   2/14/2014   Common Stock   3700   $73.11   I   by husband  
Employee stock option 2/05 (right to buy)   2/11/2008   2/10/2015   Common Stock   1065   $55.65   I   by husband  
Employee stock option 2/05 (right to buy)   2/11/2008   2/10/2015   Common Stock   8521   $55.65   D    
Employee stock option 2/06 (right to buy)   2/10/2009   2/9/2016   Common Stock   9036   $56.18   D    
Employee stock option 2/06 (right to buy)   2/10/2009   2/9/2016   Common Stock   1175   $56.18   I   by husband  

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mahony Susan
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285

Senior VP, Human Resources

Signatures
Susan Mahony 5/6/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Susan Mahony Lilly Corporate Center Indianapolis, Indiana 46285

Securities and Exchange Commission
Washington, D.C. 20549

Authorization Regarding Reporting Forms

I hereby authorize and designate the following persons to sign and file with the Commission on my behalf Forms 3, 4, and 5 covering my transactions and holdings in the common stock and other equity securities of Eli Lilly and Company as required by Section 16 of the Securities Exchange Act of 1934 and the rules thereunder:

Robert A. Armitage, Lilly Corporate Center, Indianapolis, Indiana James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana Bronwen L. Mantlo, Lilly Corporate Center, Indianapolis, Indiana

This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission.

Susan Mahony May 4, 2009