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* Simmons Jeffrey N (Last) (First) (Middle) LILLY CORPORATE CENTER (Street) INDIANAPOLIS IN 46285 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2010	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) President-Elanco Anml.Hlth. BU	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	169	D
Common Stock	5	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	1,850	79.28	D
Employee stock option 2/01 (right to buy)	02/20/2004	02/18/2011	Common Stock	4,300	73.98	D
Employee stock option 2/02 (right to buy)	02/18/2005	02/17/2012	Common Stock	4,300	75.92	D
Employee stock option 2/03 (right to buy)	02/16/2006	02/15/2013	Common Stock	8,500	57.85	D
Employee stock option 2/04 (right to buy)	02/19/2007	02/14/2014	Common Stock	10,000	73.11	D
Employee stock option 2/05 (right to buy)	02/11/2008	02/10/2015	Common Stock	8,787	55.65	D
Employee stock option 2/06 (right to buy)	02/10/2009	02/09/2016	Common Stock	9,789	56.18	D
Restricted Stock Unit	05/01/2013	05/01/2013	Common Stock	10,000	(1)	D
Restricted Stock Unit	05/01/2018	05/01/2018	Common Stock	20,000	(1)	D
Restricted Stock Unit	08/31/2011	08/31/2011	Common Stock	3,278	(1)	D
Restricted Stock Unit	08/31/2016	08/31/2016	Common Stock	6,556	(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.

Remarks:

	Jeffrey N. Simmons	01/11/2010
	** 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.

Jeffrey N. Simmons
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.



					Jeffrey N. Simmons
January 4, 2010