SecProbe.io

CORRESP
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      Lincoln Correspondence

    March
      21,
      2006

    Jeffrey
      Riedler, Assistant Director

    Division
      of Corporation Finance

    Mail
      Stop
      6010

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0213

    Re:          The
      Lincoln National Life Insurance Company Agents’ Savings and Profit Sharing
      Plan

    (the
      “Plan”) Registration Statement on Form S-1 filed February 17, 2006

    File
      No.
      333-131997 and Lincoln National Corporation (the “Company”)

    Registration
      Statement on Form S-3 filed February 17, 2006 File No.
      333-131943

    Dear
      Mr.
      Riedler:

    This
      letter is in response to the Staff’s letters dated March 7, 2006 regarding the
      above-referenced registration statements. Responses one through five address
      the
      comments raised in the Staff’s letter regarding File No. 333-131997 (the “Plan
      Registration Statement”), and responses three and four also address the comments
      raised in the Staff’s letter regarding File No. 333-131943 (the “Company
      Registration Statement”).

            1.

              Required
                signatures.
                The registrant of the Plan Registration Statement is the Plan. The
                Plan is
                a 401(k) Plan. As stated on page 31 of the Prospectus, the Plan
                administrator and named fiduciary are the Lincoln National Corporation’s
                Benefits Committee (the “Benefits Committee”). The members of the Benefits
                Committee are set forth on page 27 of the Prospectus. The Plan does
                not
                have a principle executive officer, principle financial officer,
                controller or principle accounting officer, and the Plan does not
                have a
                board of directors. Accordingly, in the absence of any rules or
                instructions, with respect to the signature of a plan registrant,
                we used
                the Form 11-K signature instructions as guidance. The Form 11-K requires
                the trustee’s or plan administrator’s signature. The Benefits Committee
                has delegated to its Chairman, Stephen Dover, the authority to sign
                documents and registrations filed with the SEC. Because Mr. Dover
                signed
                the Form 11-K on behalf of the Plan, we had him sign the Plan Registration
                Statement.

              Supplementally,
                we inform the staff that the post-effective amendment number 19 to
                the
                prior Form S-1 (File No. 33-04711) registering the Common Stock and
                Plan
                interests was signed, on behalf of the Plan, by Mr.
                Dover.

            2.

              2005
                Annual Report.
                General Instruction VII.C. states, “to be eligible to use incorporation by
                reference, the registrant must have filed an annual report required
                under
                Section 13(a) or Section 15(d) of the Exchange Act for its most recently
                completed fiscal year.” We expect to file the Plan’s Form 11-K prior to
                March 31, 2006 and we will file a pre-effective amendment to the
                Form S-1
                incorporating the Form 11-K for the year ended December 31, 2005.
                Accordingly, we will ask for effectiveness at that
                time.

            3.

              Plan
                of Distribution.
                Since the Plan is a 401(k) plan and the prospectus describes the
                Plan, the
                “plan of distribution” is covered under the sections in the prospectus
                entitled “Distributions from the Plan,” “Participant Loans,” “Lump Sum
                Distributions,” and “Periodic Payments of
                Distributions”.

            4.

              Plan
                Interests.
                A
                description of the plan interests is included under the section of
                the
                prospectus entitled “Plan Interests are Securities.” The section of the
                prospectus states that plan participants “acquire an interest in the Plan
                assets,” that the interest is a security and that “its acquisition entails
                the risk of loss as well as the possibility of gain.” The section then
                directs the participant to read the Plan prospectus which describe
                the
                Plan and investment options all of which is descriptive of the Plan
                interests.

            5.

              Indeterminate
                Plan Interests.
                As stated in footnote no. 1 to the Plan Registration Statement, the
                plan
                interests being registered on that form relate to 3,000,000 shares
                of
                common stock being registered simultaneously on the Company’s Registration
                Statement. Based on Rule 457(h)(2), we thought that the SEC Staff
                did not
                require a specific number of plan interests to be registered where
                the
                plan interests related to a specific number of shares of common stock
                being registered at the same time. While the language of the rule
                refers
                to a single registration statement in which the stock and the related
                interests are included, the two registration statements in this instance
                are substantively a single one as a result of combining them under
                Rule
                429. If, however, the Staff requires a specific number of plan interests
                to be stated in this instance, we will include 3,000,000 as the number
                of
                plan interests to be registered. We do not believe, however, that
                a
                separate registration fee should be paid for the plan interests because
                of
                the simultaneous registration of the common stock to which the interests
                relate.

        If
      you have
      any questions about our responses, please feel free to contact me at the above
      telephone number

                Very
      truly yours,

    /s/
      Charles A. Brawley, III

    Charles
      A. Brawley, III

    Vice
      President and Associate General Counsel

    cc:
      Peter
      J. Romeo, Esquire