SEC Form 4 
FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).			
1. Name and Address of Reporting Person*
LECHLEITER JOHN C	

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

(Street) 
INDIANAPOLIS	IN	46285	

(City)	(State)	(Zip)	
	2. Issuer Name and Ticker or Trading Symbol 
LILLY ELI & CO [ LLY ] 	5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
Chairman, President, and CEO	
		
	3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013 		
	4. 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 Acquired, Disposed of, or Beneficially Owned	
1. Title of Security (Instr. 3) 	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8) 	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	7. Nature of Indirect Beneficial Ownership (Instr. 4) 	
			Code	V	Amount	(A) or (D)	Price				
Common Stock	01/25/2013		A		129,075	A	$53.21 	396,856	D		
Common Stock								22,589	I(1) 	by family limited partnership	
Common Stock								52,042	I(2) 	by wife	
Common Stock								18,777	I	401(k)	
Common Stock								72,140	I(3) 	The John C. Lechleiter Spouse and Descendants Trust dtd 11/1/12	
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 3) 	2. Conversion or Exercise Price of Derivative Security 	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8) 	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 	8. Price of Derivative Security (Instr. 5) 	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	11. Nature of Indirect Beneficial Ownership (Instr. 4) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Restricted Stock Unit	(4)	01/25/2013		A		58,778		02/01/2014	02/01/2014	Common Stock	58,778	$0.00 	58,778	D		
Explanation of Responses:	
1. Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.	
2. Reporting person disclaims beneficial ownership of these shares.	
3. Irrevocable trust for the benefit of reporting person's spouse and children. Spouse is trustee. Reporting person disclaims beneficial ownership of these shares.	
4. Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.	
Remarks:	
	
	Jamie E. Haney for John C. Lechleiter, authorization on file	01/29/2013	
	** 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 4 (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.	

John C. Lechleiter
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:

        Michael J. Harrington, Lilly Corporate Center,
Indianapolis, Indiana

        James B. Lootens, Lilly Corporate Center, Indianapolis,
Indiana

        Jamie E. Haney, 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 15, 2012

/s/ John C. Lechleiter