Initial Statement of Beneficial Ownership

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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 *

Conterno Enrique A

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/1/2009 

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)
Sr. VP, Diabetes Business Unit /

(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   9392   D    
Common Stock   2919   I   401(k)  

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 2/01 (right to buy)   2/20/2004   2/18/2011   Common Stock   9350   $73.98   D    
Employee stock option 2/02 (right to buy)   2/18/2005   2/17/2012   Common Stock   10000   $75.92   D    
Employee stock option 2/03 (right to buy)   2/16/2006   2/15/2013   Common Stock   10700   $57.85   D    
Employee stock option 2/04 (right to buy)   2/19/2007   2/14/2014   Common Stock   10700   $73.11   D    
Employee stock option 2/05 (right to buy)   2/11/2008   2/10/2015   Common Stock   7101   $55.65   D    
Employee stock option 2/06 (right to buy)   2/10/2009   2/9/2016   Common Stock   6928   $56.18   D    
Restricted Stock Unit   5/1/2013   5/1/2013   Common Stock   10000     (1) D    
Restricted Stock Unit   5/1/2018   5/1/2018   Common Stock   20000     (1) D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Conterno Enrique A
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285

Sr. VP, Diabetes Business Unit

Signatures
Enrique A. Conterno 11/9/2009
** 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.

Enrique A. Conterno
Lilly Corporate Center
Indianapolis, IN 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.

October 29, 2009

Enrique A. Conterno