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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   February 23, 2010   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 January 13, 2010 to our comment letter
dated December 4, 2009 and have the following comments.  In our comments, we ask you to provide us with information to be tter understand your di sclosure.  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 interim filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.
Form 10-Q for the quarter ended June 30, 2009

Note 5. Investments, page 14

1. Refer to your response to our comment 3.  Please disclose the following for each
security type:

• The estimated range and average period until recovery;
• The estimated range and average holding period to maturity;
• The current subordination level versus the level when the asset-backed
structure was originated;

Mr. Frederick J. Crawford
Lincoln National Corporation February 23, 2010 Page 2
 • 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 $97 billion
at June 30, 2009, net of separate  account liabilities; and
• Contractual and regulatory cash obligations.

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

Liquidity and Capital Resources, page 129

2. Refer to your response to prior comment 7. We believe that referencing investors
to previously filed disclosures is not su fficient when a covenant triggering event
has occurred, such as the net income test. Therefore, please confirm to us that you
will provide enhanced disclosures in all fu ture filings, similar to that provided in
your Form 10-K for the year ended D ecember 31, 2008 as referenced in your
response.

*      *      *

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

Jim B. Rosenberg Senior Assistant Chief Accountant