SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DINEEN ROBERT W

(Last)

(First)

(Middle)

CENTRE SQUARE - WEST TOWER

1500 MARKET STREET, STE 3900

(Street)

PHILADELPHIA

191022112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [ LNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	LFA President & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	12/31/2003⁽¹⁾		A	975.13⁽¹⁾	A	$0.01⁽²⁾	25,975.13	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Performance Stock Unit⁽³⁾	$25.11	12/31/2003⁽⁴⁾		A	1,169.33⁽⁵⁾		08/08/1988⁽³⁾	03/31/2006⁽⁶⁾	Common Stock	1,169.33	$0	42,596.33	D

Explanation of Responses:

1. Dividends accrued quarterly on Restricted Stock award.

2. Accrued dividends on restricted stock awards are at the rate as fixed periodically by the LNC Board of Directors.

3. Reporting Person elected to recieve Phantom Performance Stock Units under the LNC Incentive Compensation Plan for the 2003-2005 Long Term Incentive Plan cycle ("LTIP"), payable in 2006. The Phantom Performance Stock Units are valued at the average of the high and low price of LNC common stock reported on the NYSE on March 12, 2003. The actual number of Phantom Performance Stock Units will not be determined until the scheduled payout for the LTIP in 2006.

4. Quarterly Dividends accrued on Phantom Stock.

5. Amount reflects aggregate accrued phantom dividends on phantom performance restricted stock unit awards under 2003-2005 LTIP.

6. The date referred to above is an approximate date by which the reporting person would recieive a pay-out of the 2003-2005 LTIP, if the performance targets set forth in the 2003-2005 LTIP are achieved.

Remarks:

	By: /S/ Donna E. Ostroff, POA for Robert W. Dineen	02/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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