Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Ashkenazi Anat	2. Date of Event Requiring Statement (MM/DD/YYYY) 2/9/2021	3. Issuer Name and Ticker or Trading Symbol ELI LILLY & 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) SVP & CFO /
(Street) INDIANAPOLIS, IN 46285       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	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	17700	D
Common Stock	253	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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
Restricted Stock Unit	11/1/2024	11/1/2024	Common Stock	4600.0	(1)	D
Restricted Stock Unit	11/1/2026	11/1/2026	Common Stock	6899.0	(1)	D

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

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ashkenazi Anat LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285			SVP & CFO

Signatures
Crystal T. Williams for Anat Ashkenazi, authorization on file		2/10/2021
**Signature of Reporting Person		Date