Ownership Submission
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 *
  Barnes Melissa S
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013		 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)
Chief Eth/Cmpl Ofcr & SVP, ERM
 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 667
D
 
Common Stock 780
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 2/03 (right to buy) 02/16/2006 02/15/2013 Common Stock 6,300 $ 57.85 D  
Employee stock option 2/04 (right to buy) 02/19/2007 02/14/2014 Common Stock 5,000 $ 73.11 D  
Employee stock option 2/05 (right to buy) 02/11/2008 02/10/2015 Common Stock 1,314 $ 55.65 D  
Employee stock option 2/06 (right to buy) 02/10/2009 02/09/2016 Common Stock 1,627 $ 56.18 D  
Employee stock option 4/03 (right to buy) 04/27/2006 04/26/2013 Common Stock 7,500 $ 63.67 D  
Restricted Stock Unit 10/02/2016 10/02/2016 Common Stock 3,894 $ (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barnes Melissa S
LILLY CORPORATE CENTER
INDIANAPOLIS, IN 46285		       Chief Eth/Cmpl Ofcr & SVP, ERM  

Signatures

Melissa S. Barnes 01/10/2013
**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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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