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CORRESP
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    lincolncorresp.htm

    April 25,
2008

      Lincoln
National Corporation

      150 N.
Radnor Chester Road

      Radnor,
PA  19087

      phone 484
583-1400

    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, 2007

              Filed
      February 28, 2008

              File
      Number:  001-6028

    Dear Mr.
Rosenberg:

    This
letter is in response to your letter of April 15, 2008 concerning Lincoln
National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended
December 31, 2007.  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:

    Form 10-K – December 31,
2007

    Item 8. Financial Statements
and Supplementary Data

    Notes to Consolidated
Financial Statements

    5. Derivative
Instruments

    All Other Derivative
Instruments

    Call Options (based on
S&P 500 Index), page 162

    Comment:                                Your
disclosure related to these call options seems to indicate that you record the
fair value of the index option before it is actually
purchased.  Please provide us your analysis of the applicable
authoritative literature that supports this treatment or revise the disclosure
to clarify your description of this investment strategy.

    Response:                                In
our disclosure of the call options (based on S&P Index) we included the
following paragraph:

          www.LFG.com

    “We also
calculate fair values of index options we may purchase in the future to hedge
contract holder index allocations in the future reset periods. These fair values
represent an estimate of the cost of the options we will purchase in the future,
discounted back to the date of the Consolidated Balance Sheets, using current
market indicators volatility and interest rates.  Changes in the fair
values of these liabilities are included as a component of interest credited on
our Consolidated Statements of Income.”

    This
paragraph does not relate to the call options that we have purchased relative to
our indexed annuity product, but rather, it is a statement about the valuation
of our indexed annuity liability.  Under Statement of Financial
Accounting Standard 133, Implementation Issue No. B29, we are required to
include in the computation of the liability for our indexed annuities an
estimated amount for the options that we will be required to purchase in future
reset periods as it is expected that the annuity will not lapse after the first
reset period.

    In future
Form 10-K filings we will delete the paragraph related to the liability
valuation as part of the discussion of the call options we actually
purchase.  We will continue to make such disclosure in “Note 5
–Derivative Instruments – Types of Derivative Instruments and Derivative
Strategies” similar to the disclosure set forth on page 158 of the 2007 Form
10-K.  This disclosure reads:

    “We also
distribute indexed annuity contracts. These contracts permit the holder to elect
an interest rate return or an equity market component, where interest credited
to the contracts is linked to the performance of the S&P 500 Index ®.
Contract holders may elect to rebalance index options at renewal dates, either
annually or biannually. At each renewal date, we have the opportunity to
re-price the indexed component by establishing participation rates, subject to
minimum guarantees. We purchase S&P 500 Index ® call options that are highly
correlated to the portfolio allocation decisions of our contract holders, such
that we are economically hedged with respect to equity returns for the current
reset period. The mark-to-market of the options held impacts net investment
income and generally offsets the change in value of the embedded derivative
within the indexed annuity, which is recorded as a component of interest
credited to contract holders. SFAS 133 requires that we calculate fair values of
index options we may purchase in the future to hedge contract holder index
allocations in future reset periods. These fair values represent an estimate of
the cost of the options we will purchase in the future, discounted back to the
date of the Consolidated Balance Sheet, using current market indicators of
volatility and interest rates. Changes in the fair values of these liabilities
are included in interest credited. The notional amounts of contract holder fund
balances allocated to the equity-index options were $2.9 billion and $2.4
billion as of December 31, 2007 and 2006, respectively.”

    ****

    If you have any questions regarding our
response, please contact me directly at (484) 583-1430.

    Sincerely,

    /s/ Douglas N.
Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

    Cc:           Frederick
J. Crawford, Senior Vice President & Chief Financial Officer