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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Carmine Bryce D.

(Last) (First) (Middle)
LILLY CORPORATE CENTER

(Street)
INDIANAPOLIS IN 46285

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2008
3. Issuer Name and Ticker or Trading Symbol
LILLY ELI & CO [ LLY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Global Marketing & Sales
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 40,228 D
Common Stock 4,313 I 401(k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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) 10/03/2003 10/04/2011 Common Stock 23,000 79.28 D
Employee stock option 10/98 (right to buy) 10/19/2001 10/17/2008 Common Stock 11,000 74.2813 D
Employee stock option 10/99 (right to buy) 10/18/2002 10/16/2009 Common Stock 46,000 66.375 D
Employee stock option 2/01 (right to buy) 02/20/2004 02/18/2011 Common Stock 50,600 73.98 D
Employee stock option 2/02 (right to buy) 02/18/2005 02/17/2012 Common Stock 50,000 75.92 D
Employee stock option 2/03 (right to buy) 02/16/2006 02/15/2013 Common Stock 57,000 57.85 D
Employee stock option 2/04 (right to buy) 02/19/2007 02/14/2014 Common Stock 55,000 73.11 D
Employee stock option 2/05 (right to buy) 02/11/2008 02/10/2015 Common Stock 42,604 55.65 D
Employee stock option 2/06 (right to buy) 02/10/2009 02/09/2016 Common Stock 37,651 56.18 D
Explanation of Responses:
Remarks:
Bryce D. Carmine 04/10/2008
** 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 Number.
                             Bryce D. Carmine
                          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.



					Bryce D. Carmine
March 25, 2008