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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   December 4, 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 10-Q for the Quarter Ended September 30, 2009
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your response filed October 29, 2009 to our comment letter
dated October 1, 2009 and your Form 10-Q for the quarter ended September 30, 2009. We have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or interi m filing, as applicable, in which you intend
to first include it.  If you do not believe that  revised disclosure is  necessary, explain the
reason in your response.  After reviewi ng the information provided, we may raise
additional comments and/or re quest that you amend your filing.

Form 10-Q for the Quarter Ended June 30, 2009

Consolidated Statements of Cash Flows, page 4

1. Refer to your response to our comment 2.  Please tell us the nature of the
derivative investments classifi ed as investing cash flows.   Please also tell us your
basis for classifying gains and losses on de rivative transactio ns related to your
annuity and life insurance ope rations within operating ca sh flows but the related
derivative collateral posting requirements within investing cash flows.
  Note 5. Investments, page 14

Mr. Frederick J. Crawford
Lincoln National Corporation December 4, 2009 Page 2
 2. Refer to your response to our comment 4.  Even though there are numerous
subjective and objective inputs involved in determining the amount of credit
losses on your corporate bonds, we would e xpect there to be significant valuation
inputs that can be quantified, such as cred it spread ranges or weighted averages,
etc.  Please revise your disclosure acc ordingly.  In addition, please quantify the
significant inputs used to measure the amounts of your credit losses related to
your ABS/CDO’s.

3. Refer to your response to our comment 5.  Please disclose what other evidence
was considered in determining that th e unrealized loss related to your CMBS’s,
hybrid and redeemable preferred securities  and corporate loan obligations were
not other-than-temporarily-impaired, includ ing the following for each security
type:

1. the estimated range and average period until recovery;
2. the estimated range and averag e holding period to maturity;
3. current subordination level versus le vel when asset-backed structure was
originated;
4. your ability to hold securities for a sufficient period to ensure recovery
given that you have cash of $2.5 billi on and total liabil ities of $158 billion
at June 30, 2009; and
5. contractual and regulatory cash obligations.
 Alternative Investments, page 134

4. Refer to your response to our comment 7.  Please disclose the nature of the audit
adjustments by asset class made in the current and prior periods similar to that provided in the table to your response.
 Liquidity and Capital Resources, page 141

5. Please disclose and quantify the reasons for changes in cash flows associated with
collateral received from and posted with counterparties.

Form 10-Q for the Quarter Ended September 30, 2009

Consolidated Investments
Mortgage Loans of Real Estate, page 122

Mr. Frederick J. Crawford
Lincoln National Corporation December 4, 2009 Page 3
      6.   Please disclose, in a table, mortga ge loans on real estate grouped by current loan-
to-value ratio, as appropriate, to provid e informative disclosure about different
levels of loan-to-value ratio.  For example, groupings could include loans
classified as low, medium or high loan -to-value ratio with a note explaining the
definition of low, medium and high.

Liquidity and Capital Resources, page 129

     7.   You disclose that you triggered th e net income covenant associated with LNC’s
capital securities test as a result of quarterly net lo sses and that you may continue
to trigger the net income test in future  quarters.  Please disclose the capital
adequacy or net income and shareholders  equity covenants, including the amounts
and limits required for compliance, whether it is reasonably likely that you will be in violation of these covenants, the impact or reasonably likely impact of
noncompliance, and any alternate so urces of funding available.

*      *      *

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.

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.  In this regard, do not hesitate to contact me at
(202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant