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^*

Nobles Anne

(Last)

(First)

(Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS

46285

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2009

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)
	Chief Eth/Cmpl Ofcr & SVP, ERM

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	12,105	D
Common Stock	666	I	401(k)
Common Stock	8,477	I⁽¹⁾	by husband
Common Stock	803	I⁽¹⁾	by daughter

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee stock option 10/01 (right to buy)	10/03/2003	10/04/2011	Common Stock	4,250	$79.28	D
Employee stock option 10/99 (right to buy)	10/18/2002	10/16/2009	Common Stock	8,500	$66.375	D
Employee stock option 2/01 (right to buy)	02/20/2004	02/18/2011	Common Stock	9,350	$73.98	D
Employee stock option 2/02 (right to buy)	02/18/2005	02/17/2012	Common Stock	10,000	$75.92	D
Employee stock option 2/03 (right to buy)	02/16/2006	02/15/2013	Common Stock	10,700	$57.85	D
Employee stock option 2/04 (right to buy)	02/19/2007	02/14/2014	Common Stock	40,000	$73.11	D
Employee stock option 2/05 (right to buy)	02/11/2008	02/10/2015	Common Stock	21,763	$55.65	D
Employee stock option 2/06 (right to buy)	02/10/2009	02/09/2016	Common Stock	18,825	$56.18	D

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of these shares.

Remarks:

	Anne Nobles	04/29/2009
	** 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 Number.