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      Lincoln Correspondence

        May
          8,
          2006

          Mr.
            Jim
            Rosenberg

          Senior
            Assistant Chief Accountant

          Securities
            and Exchange Commission

          100
            F
            Street, N.E.

          Washington,
            D.C. 20549

            Re:          Lincoln
              National Corporation

            Form
              10-K
              for the Fiscal Year Ended December 31, 2005

            Filed
              March 15, 2006

            File
              Number: 001-6028

              Dear
                Mr.
                Rosenberg:

              This
                letter is in response to your letter of April 26, 2006 concerning
                Lincoln
                National Corporation’s (“LNC” or “the Company”) Form 10-K for the year ended
                December 31, 2005. Our reply refers to the specific comment in your
                letter. In
                responding to your comment, we acknowledge the following:

                    ·

                      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 federal securities
                        laws of
                        the United
                        States

      The
        following is your comment and our response:

      Consolidated
        Financial Statement, page 106

      Consolidated
        Statements of Cash Flows, page 111

      Comment:
         Please
        confirm that the line item “Increase in funds withheld liability” represents a
        receipt of cash and explain to us why you have classified these amounts as
        a
        financing activity. It is our understanding that cash does not actually change
        hands in these agreements until the settlement at the end, so a reduction
        would
        be a cash outflow but an increase would not include an actual cash flow even
        with new agreements.

      Response: Effective
        with the fourth quarter of 2003, we implemented Derivative
        Implementation Issue No. B36, Embedded Derivatives: Modified Coinsurance
        Arrangements and Debt Instruments That Incorporate Credit Risk Exposures
        That
        Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor
        under Those Instruments (“DIG B36”).
        DIG B36
        established that reinsurance arrangements involving modified
        coinsurance and similar arrangements, such as fund withheld coinsurance,
        contain
        an embedded derivative that must be bifurcated and accounted for separately.
        We
        determined that the embedded derivative contained in the reinsurance arrangement
        was a total return swap tied to an underlying pool of assets supporting the
        reinsurance arrangement. This approach is arrived at by imputing the following
        hypothetical elements to the reinsurance arrangement in accordance with the
        DIG
        B36:

              1.

                LNC
                  and the reinsurer enter into a coinsurance arrangement;

              2.

                the
                  reinsurer extends a hypothetical collaterized loan of the underlying
                  pool
                  of assets back to LNC; and

              3.

                the
                  companies enter into a total return swap, pursuant to which the
                  return on
                  the underlying pool of assets is paid by LNC in satisfaction of
                  its
                  obligation to pay on the hypothetical loan from the
                  reinsurer.

        Under
          the
          assumptions described above, there are two separate transactions -- (i)
          a
          transaction involving the transfer of insurance risk and (ii) a hypothetical
          loan transaction. We determined that cash flow was occurring as two separate
          components of the two transactions under the guidance of DIG B36, as follows:

              1.

                the
                  actual cash flow between the policyholder and LNC flow through
                  the
                  reinsurance arrangement and is an operating cash flow transaction,
                  and

              2.

                the
                  hypothetical loan under DIG B36 results in cash coming from the
                  reinsurer
                  to LNC similar to a financing activity.

        Although
          cash is not actually passed to/from the reinsurer until settlement at the
          end of
          the contract, under the principles of DIG B36, which requires the bifurcation
          of
          the funds in a modified coinsurance reinsurance transaction into an insurance
          risk transfer arrangement and a loan, we concluded that two separate cash
          flow
          transactions were occurring between LNC and the reinsurer. Finally, if
          this
          amount were not included in the financing section of the cash flow statement,
          it
          would be included in the operating activities section of the cash flow
          statement
          as part of the adjustment to net income to arrive at operating cash
          flows.

        ****

        If
          you
          have any questions regarding our response, please contact me directly at
          (215)
          448-1430.

        Sincerely,

        /s/
          Douglas N. Miller

        Douglas
          N. Miller

        Vice
          President & Chief Accounting Officer

          Cc: Fredrick
            Crawford, Senior Vice President & Chief Financial Officer