SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
ELI LILLY AND COMPANY
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
532457-10-8
(CUSIP Number)
DECEMBER 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ]Rule 13d-1(b)
[ ]Rule 13d-1(c)
[ X ]Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 532457-10-8
1. Names of Reporting Persons.
Lilly Endowment, Inc.
2. Check the Appropriate Box if a Member of a Group
Inapplicable.
3. SEC Use Only
4. Citizenship or Place of Organization
Indiana
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
135,670,804
6. Shared Voting Power
0
7. Sole Dispositive Power
135,670,804
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
135,670,804
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Inapplicable.
11. Percent of Class Represented by Amount in Row (9)
11.9%
12. Type of Reporting Person
CO
ITEM 1
(a) NAME OF ISSUER.
Eli Lilly and Company.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
Lilly Corporate Center, Indianapolis, Indiana 46285.
ITEM 2
(a) NAME OF PERSON FILING.
This statement is filed by Lilly Endowment, Inc., a
not-for-profit corporation organized under the laws of the State
of Indiana. Lilly Endowment, Inc., is an organization described
in Section 501(c)(3) of the Internal Revenue Code of 1986 and is
a private foundation under Section 509(a) of the Code.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
The address of the principal business office of Lilly
Endowment, Inc., is 2801 North Meridian Street, Indianapolis,
Indiana 46208.
(c) CITIZENSHIP.
Indiana.
(d) TITLE OF CLASS OF SECURITIES.
Common Stock, without par value.
(e) CUSIP NUMBER.
532457-10-8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Inapplicable.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The following information is provided as of December 31, 2008.
(a) AMOUNT BENEFICIALLY OWNED:
135,670,804. None of such shares are deemed to be
beneficially owned by reason of the possession of Lilly
Endowment, Inc., of a right to acquire such shares.
(b) PERCENT OF CLASS:
11.9%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
135,670,804
(ii) Shared power to vote or to direct the vote:
0
(iii)Sole power to dispose or to direct the disposition of:
135,670,804
(iv) Shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Inapplicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Inapplicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Inapplicable.
ITEM 10. CERTIFICATION.
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 19, 2009
Signature /s/ Diane M. Stenson
Diane M. Stenson
Treasurer
LILLY ENDOWMENT, INC.