SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   October 1, 2009   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-Q for the Quarter Ended June 30, 2009 Form 8-K filed July 10, 2009 Form 8-K filed August 19, 2009
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or interim filing, as applicable, in which you intend to first incl ude it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 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  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q for the quarter ended June 30, 2009

Consolidated Statements of Cash Flows, page 4

1. You disclose the increase in payables for collateral under securities loaned and
derivatives in one line item.  Based on th e significance of the collateral posted
under these arrangements a nd the unrelated nature of  these activities please
disclose the increase (decrease) in paya bles for collateral under securities loaned

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 2
 in one line item and the increase (decrease) in payable for collateral related to
derivative transactions in another line item.
2. Please tell us the factors that you considered  in classifying coll ateral received or
posted on your derivative transactions as investing cash flows since it appears that
many of your derivatives transactions appear  to be related to your annuity and life
insurance operations.  Pleas e also tell us how you clas sified collateral posted on
credit default swap transactions in  your statements of cash flows.

Note 5. Investments, page 14

3. The last paragraph of your disclosure on pa ge 17 states “To the extent that the
security has already been impaired…no impa irment is required.”  Please revise to
clarify what you mean by this statement.  If a subsequent impairment analysis
indicates that the principal of a particular security will not be realized, an additional impairment should be recognized regardless of any prior impairment.
4. Please revise your disclosure with rega rds to the methodology and significant
inputs, by security type, which you use to  determine the amount of credit loss on
page 21 to quantify the significant inputs used to measure the amount of your
credit losses.  Please see paragra ph 42 of FSP FAS 115-2 and FAS 124-2.
5. You disclose unrealized investment  losses of $542 million on commercial
mortgage-backed securities, $509 million on hybrid and redeemable preferred securities and $381 million on corporate loan  obligations.  Please disclose why
you did not recognize other-than-tempor ary-impairment losses given the
significance of the declines in the market va lues of these securities.  Please refer
to paragraph 38 of FSP FAS 115-2 and FAS 124-2.
6. Refer to the table of change s in the amount of credit loss  of OTTIs recognized in
net income (loss) where the portion rela ted to other factors was recognized in
OCI.
• You disclose credit losses on secu rities for which an other-than-
temporary-impairment was not previously recognized of $95 million for the six months ended June 30, 2009 ($72 million recognized during the quarter ended March 31, 2009 and $23 m illion in the quarter ended June
30, 2009).  Please disclose the factors that contributed to these credit
losses that had not been previous ly recognized, including changes in
assumptions or performance indicat ors of the underlying assets.
• With respect to the $132 million balance as of June 30, 2009, disclose the
amount of unrealized losses and fair va lue for the securities  related to this

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 3
 amount by security type. Also, disclose  where in the financial statements
the portion of losses not recognized to  income is recorded. Refer to
paragraph 37 of FSP FAS 115-2 and FAS 124-2.

Alternative Investments, page 134

7. You state that annually dur ing the second quarter you re ceive audited financial
statements for your alternative investment  partnerships for the preceding calendar
year and recognize adjustments to the extent  that the audited equity amount of the
investee differs from the equity amount you reported in prior quarters.  Accordingly, for the second quarter of  2009 you recorded $57 million in losses
attributable to audit adjustments to investment partnerships’ 2008 financial
statements.  Please disclose the following or tell us where you have provided this
disclosure and provide a cross reference to the discussion:

• the information you receive from your pa rtnerships to record equity in the
investment partnerships for each period and how you verify the accuracy
of the information prior to the receipt of audited financial statements; and
• the amount and nature of the adjustments by partnership made in the 2009,
2008, 2007.
 Please provide us your analysis of FA S 154 as to why these adjustments are
appropriately recorded in 2009.

Form 8-K filed July 10, 2009

8. You disclose that on July 9, 2009 you file d Articles of Amendment with the
Indiana Secretary of State for the purpose of amending your Rest ated Articles of
Incorporation to establish the designati ons, preferences, limitations and relative
rights of your Fixed Rate Cumulative Pe rpetual Preferred Stock, Series B.
Pursuant to Section 5 of Article II of your Restated Articled of Incorporation, you
“shall not, without the approval of the hol ders of at least two-thirds of the
Preferred Stock at the time outstandi ng, voting as a class: (a) Amend these
Articles of Incorporation to create or au thorize any kind of stock ranking prior to
or on a parity with the Preferred Stock with respect to payment of dividends or distribution on dissolution, li quidation or winding up, or create or authorize any
security convertible into shares of stoc k of any such kind.”  On Schedule B of
Letter Agreement filed as Exhibit 10.1 you state that there were 11,557 shares of
Cumulative Convertible Preferred Stock Se ries A outstanding as of June 30, 2009.
In this Form 8-K you also disclose that  your Fixed Rate Cumulative Perpetual
Preferred Stock, Series B ranks pari passu  with your outstanding preferred stock.
From your filings to date with the Commi ssion, it does not appear that you have
sought or received the consent of at least two-th irds of the outsta nding holders of
your Cumulative Convertible Preferred Stock Series A stock.  Please provide us

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 4
 with evidence to support that you received the consent of at  least two-thirds of the
outstanding holders of your  Cumulative Convertible Preferred Stock Series A
stock and provide a detailed analysis which supports your apparent conclusion
that you are not required to file such consent.  Alternatively, please provide a
detailed analysis which supports your appa rent conclusion that the consent of at
least two-thirds of the outstanding holders of your  Cumulative Convertible
Preferred Stock Series A stock is not required.

Form 8-K filed August 19, 2009

9. Please amend your Form 8-K to provide a br ief description of the specific terms
and conditions of Mr. Coyne’s modified compensation arrangement.  In addition, please disclose whether Mr. Coyne will receive compensation under this
arrangement other than the approximately $2.208 million in salary for the remainder of the year.  See Item 502(e) of Form 8-K.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via 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 co mments, 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 any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement 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.

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 5

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as any questions regarding comments on the
financial statements and related matters.   You may contact Jennifer Riegel, Staff
Attorney, at (202) 551-3575 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on comments nine  and ten. In this regard, do no t hesitate to contact me at
(202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant