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Mail Stop 4720                                                                  June 4, 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 March 31, 2010
 File No. 001-06028

Dear Mr. Crawford:

We have reviewed your Form 10-Q fo r the quarter ended March 31, 2010 and
have the following comments.  In our comments, we ask you to provide us with information to better 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 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.
 Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 5. Investments
 AFS Securities, page 12

 1. Please reconcile for us the $199 million of U.S. and $456 million of foreign
government bonds in the table on page 13 to the $1,188 million of United States and
$1,358 million of foreign government and govern ment agencies fixed maturity AFS
securities, respectively, in the table on page 100.
Concentration of Financial Instruments, page 23

2. Your disclosure about concentration does not  appear to comply fully with note 6 to
Article 7-03.1 of Regulation S-X. Please re vise to disclose the name and aggregate

Frederick J. Crawford
Executive Vice President and CFO  June 4, 2010 Page 2
amount invested in each person and its a ffiliates that exceed s 10% of your total
stockholders’ equity.
* * *

Please respond to our 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 informati on. Detailed letters gr eatly facilitate our
review. Please furnish the letter to us vi a 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 filings;
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 Dana Ha rtz, Staff Accountant, at (202) 551-3648 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608 if you have quest ions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters. In this regar d, 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