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Via Facsimile and U.S. Mail
Mail Stop 6010

         April 26, 2006

Frederick J. Crawford
Senior Vice President and
Chief Financial Officer
Lincoln National Corporation
1500 Market Street, Suite 300
Philadelphia, PA 19102

Re:   Lincoln National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 15, 2006
File Number:  001-6028

Dear Mr. Crawford:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provide us with additional information so we
may better understand your disclosures.  After reviewing this info rmation, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2005

Consolidated Financial Statements, page 106

Consolidated Statements of Cash Flows, page 111

1. Please confirm that the line item “Increas e in funds withheld liability” represents
a receipt of cash and explai n to us why you have classified these amounts as a
financing activity.  It is our understandi ng that cash does not actually change
hands in these agreements until the settle ment at the end, so a reduction would be

Frederick J. Crawford
Lincoln National Corporation
April 26, 2006
Page 2

a cash outflow but an increase would not include an actual cash flow even with
new agreements.

* * * *

 Please provide us the additional information requested within 10 business days or
tell us when you will provide us with a res ponse.  Please furnish a cover letter with your
response that keys your response to our comment.   Detailed cover lette rs greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the comment.  In th is regard, do not hesitate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant