false

Equity

(1)

Separate consideration may or may not be received for securities that are issuable on exercise, conversion, settlement or exchange of other securities.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Eli Lilly and Company (the “Registrant”) is deferring payment of all of the registration fee. Registration fees will be paid subsequently on a “pay as you go” basis. The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3)

An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices, including securities that may be issued upon exercise, conversion, settlement or exchange of, any securities offered hereunder.

(4)

Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form

S-3.

(5)

Exclusive of accrued interest and accumulated dividends, if any.

Offering:

true

Preferred Stock

false

Equity

(1)

Separate consideration may or may not be received for securities that are issuable on exercise, conversion, settlement or exchange of other securities.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Eli Lilly and Company (the “Registrant”) is deferring payment of all of the registration fee. Registration fees will be paid subsequently on a “pay as you go” basis. The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3)

An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices, including securities that may be issued upon exercise, conversion, settlement or exchange of, any securities offered hereunder.

(4)

Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form

S-3.

(5)

Exclusive of accrued interest and accumulated dividends, if any.

Offering:

true

Debt Securities

false

Other

(1)

Separate consideration may or may not be received for securities that are issuable on exercise, conversion, settlement or exchange of other securities.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Eli Lilly and Company (the “Registrant”) is deferring payment of all of the registration fee. Registration fees will be paid subsequently on a “pay as you go” basis. The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3)

An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices, including securities that may be issued upon exercise, conversion, settlement or exchange of, any securities offered hereunder.

(4)

Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form

S-3.

(5)

Exclusive of accrued interest and accumulated dividends, if any.

Offering:

Rule 457(r)

true

Security Class Title

Stock Purchase Contracts

Fee Previously Paid

false

Security Type

Other

Offering Note

(1)

Separate consideration may or may not be received for securities that are issuable on exercise, conversion, settlement or exchange of other securities.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Eli Lilly and Company (the “Registrant”) is deferring payment of all of the registration fee. Registration fees will be paid subsequently on a “pay as you go” basis. The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(3)

An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices, including securities that may be issued upon exercise, conversion, settlement or exchange of, any securities offered hereunder.

(4)

Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form

S-3.

(5)

Exclusive of accrued interest and accumulated dividends, if any.