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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Conterno Enrique A 2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2009 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 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) INDIANAPOLIS, IN 46285 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 9,392 D   Common Stock 2,919 I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 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)	10/03/2003	10/04/2011	Common Stock	4,250	$ 79.28	D	Â
Employee stock option 2/01 (right to buy)	02/20/2004	02/18/2011	Common Stock	9,350	$ 73.98	D	Â
Employee stock option 2/02 (right to buy)	02/18/2005	02/17/2012	Common Stock	10,000	$ 75.92	D	Â
Employee stock option 2/03 (right to buy)	02/16/2006	02/15/2013	Common Stock	10,700	$ 57.85	D	Â
Employee stock option 2/04 (right to buy)	02/19/2007	02/14/2014	Common Stock	10,700	$ 73.11	D	Â
Employee stock option 2/05 (right to buy)	02/11/2008	02/10/2015	Common Stock	7,101	$ 55.65	D	Â
Employee stock option 2/06 (right to buy)	02/10/2009	02/09/2016	Common Stock	6,928	$ 56.18	D	Â
Restricted Stock Unit	05/01/2013	05/01/2013	Common Stock	10,000	$ (1)	D	Â
Restricted Stock Unit	05/01/2018	05/01/2018	Common Stock	20,000	$ (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Conterno Enrique A LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285	Â	Â	  Sr. VP, Diabetes Business Unit	Â

Signatures

Enrique A. Conterno		11/09/2009
**Signature of Reporting Person		Date

Explanation of Responses:

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

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