Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Miller Douglas N
 2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2004		 3. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [LNC]
(Last)
(First)
(Middle)
CENTRE SQUARE WEST TOWER, 1500 MARKET ST., SUITE 3900		 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 Original Filed(Month/Day/Year)
05/26/2004
(Street)

PHILADELPHIA, PA 19102		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock (1) 374.05
D
 
Common Stock 3,790.06
I
By 401 (k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 05/14/2007 Common Stock 900 $ 29.47 D  
Employee Stock Option (Right to Buy)   (3) 05/13/2008 Common Stock 900 $ 44.93 D  
Employee Stock Option (Right to Buy)   (4) 05/12/2009 Common Stock 2,600 $ 50.83 D  
Employee Stock Option (Right to Buy)   (5) 03/09/2010 Common Stock 1,900 $ 24.72 D  
Employee Stock Option (Right to Buy)   (6) 03/08/2011 Common Stock 1,500 $ 43.48 D  
Employee Stock Option (Right to Buy)   (7) 03/14/2012 Common Stock 1,500 $ 52.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Douglas N
CENTRE SQUARE WEST TOWER
1500 MARKET ST., SUITE 3900
PHILADELPHIA, PA 19102		       VP & CAO  

Signatures

/S/ Karen F. Kanjian, Attorney-in-Fact 02/24/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This form is being amended to reflect indirect ownership of shares owned in the Company's 401(k) Plan, to report 122.09 shares as Common Stock previously reported as DCP Phantom Stock Units in Table II because they are settled only in shares of the Company's common stock, and to remove references to Performance Stock Unit Awards, which are not derivative Securities.
(2) Vested in four equal annual installments beginning on 5/14/98.
(3) Vested in four equal annual installments beginning on 5/13/99.
(4) Vests in four equal annual installments beginning on 5/12/2000.
(5) Vests in four equal annual installments beginning on 3/9/2001.
(6) Vests in four equal annual installments beginning on 3/8/2002.
(7) Vests in four equal annual installments beginning on 3/14/03.

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