SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Miller Douglas N

(Last)

(First)

(Middle)

CENTRE SQUARE - WEST TOWER

1500 MARKET STREET, STE 3900

(Street)

PHILADELPHIA

191022112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2004

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP&CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
401k Common Stock	3,790.06	D
Common Stock	251.96	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
DCP Phantom Stock Units⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	122.09	$0.00⁽⁴⁾	D
Phantom Performance Stock Unit⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	553.55	$25.11	D
Phantom Performance Stock Unit Award⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	503.85	$47.58	D
Stock Option (Right to Buy)	05/14/1998⁽⁹⁾	05/14/2007	Common Stock	900	$29.47	D
Stock Option (Right to Buy)	05/13/1999⁽⁹⁾	05/13/2008	Common Stock	900	$44.93	D
Stock Option (Right to Buy)	05/12/2000⁽⁹⁾	05/12/2009	Common Stock	2,600	$50.83	D
Stock Option (Right to Buy)	03/09/2001⁽⁹⁾	03/09/2010	Common Stock	1,900	$24.72	D
Stock Options (Right to Buy)	03/08/2002⁽⁹⁾	03/08/2011	Common Stock	1,500	$43.48	D
Stock Options (Right to Buy)	03/14/2003⁽⁹⁾	03/14/2012	Common Stock	1,500	$52.1	D

Explanation of Responses:

1. Lincoln National Corporation Executive Deferred Compensation Plan for Employees.

2. DCP Phantom Stock Units are acquired periodically by the reporting person through an election to defer compensation under the Plan, but have no fixed exercisable date and are subject to settlement in shares of LNC Common Stock upon the reporting person's death, retirement or termination of employment.

3. DCP Phantom Stock Units have no fixed expiration date and are subject to settlement in shares of LNC Common Stock upon the reporting person's death, disability, retirement or termination of employment.

4. DCP Phantom Stock Units are acquired periodically by the reporting person at the then current market price for LNC Common Stock.

5. 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.

6. If the performance targets as set forth in the 2003-2005 LTIP are achieved, reporting person will receive common stock in March of 2006.

7. Reporting Person elected to recieve Phantom Performance Stock Units under the LNC Incentive Compensation Plan for the 2004-2006 Long Term Incentive Plan cycle ("LTIP"), payable in 2007. 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 11, 2004. The number in column 5 is a target only; the actual number of shares of common stock issued will not be determined until the scheduled payout for the LTIP in 2007.

8. If the performance targets as set forth in the 2004-2006 LTIP are achieved, reporting person will receive common stock in March of 2007.

9. 25% of stock option grant vests each year starting on the first anniversary of the date of grant.

Remarks:

	By: /S/ C. Suzanne Womack, POA for Douglas N. Miller	05/26/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.