LINCOLN NATIONAL CORP
11-K, 1996-06-28
LIFE INSURANCE
Previous: DIANA CORP, 10-K, 1996-06-28
Next: LORAL CORP /NY/, 11-K, 1996-06-28



As filed with the Securities and Exchange Commission on June 28, 1996.
                                                    Reg. No. 33-52667
_______________________________________________________________________

                   SECURITIES AND EXCHANGE COMMISSION  

                         Washington, DC  20549
        
                   
                   
                                FORM 11-K
                
                              ANNUAL REPORT
            
                   
                

                    Pursuant to Section 15(d) of the
   
                    Securities Exchange Act of 1934
   
                   
                   
               For the Fiscal Year ended December 31, 1995

                   
                   
                   
                       LINCOLN NATIONAL CORPORATION
                EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
                            (Full title of Plan)
         
                   
                   
                         [Current Reg. No. 33-52667]
     
                   
                   
                         LINCOLN NATIONAL CORPORATION
                            200 East Berry Street
                          Fort Wayne, Indiana 46802
               (Name of Issuer and Principal Executive Office)
 
                  
                   

                                    FORM 11-K
                LNC Employees' Savings and Profit-Sharing Plan

<PAGE>
                                TABLE OF CONTENTS



Facing Sheet                                          


Financial Statements                                   


Signature                                              


Exhibit 23--Consent of Ernst & Young LLP, Independent Auditors    
        

<PAGE>
Financial Statements
and Schedules

Lincoln National Corporation
Employees' Savings 
and Profit-Sharing Plan

Years ended December 31, 1995 and 1994
with Report of Independent Auditors

<PAGE>

Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Financial Statements
and Schedules

Years ended December 31, 1995 and 1994

Contents

Report of Independent Auditors                                    1


Audited Financial Statements

Statements of Net Assets Available for Plan Benefits              2
Statements of Changes in Net Assets Available for Plan Benefits   3
Notes to Financial Statements                                     4

 
Schedules

Schedule of Assets Held for Investment Purposes                  13
Schedule of Reportable Transactions                              14

<PAGE>
Report of Independent Auditors

Lincoln National Corporation Benefits Investment Committee
Lincoln National Corporation

We have audited the accompanying statements of net assets available
for plan benefits of the Lincoln National Corporation Employees'
Savings and Profit--Sharing Plan as of December 31, 1995 and 1994, and
the related statements of changes in net assets available for plan
benefits for the years then ended.  These financial statements are the
responsibility of the Plan's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan at December 31, 1995 and 1994, and the changes in
its net assets available for plan benefits for the years then ended,
in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying supplemental
schedules of assets held for investment purposes as of December 31,
1995, and reportable transactions for the year then ended, are
presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the financial statements.  The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1995
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1995 financial statements taken
as a whole.

                                                Ernst & Young LLP

May 16, 1996, except for Note 8,
as to which it is May 28, 1996

Fort Wayne, Indiana

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Statements of Net Assets Available for Plan Benefits

<TABLE>
<CAPTION>                                                                                       
                                                            December 31
                                                        1995          1994
<S>                                                <C>            <C>
Assets
Investments:
  Common stock--Lincoln National Corporation       $191,353,118   $116,039,665  
Segregated investment accounts--The Lincoln
    National Life Insurance Company
    Separate Accounts                                95,253,320     65,760,304
Unallocated insurance contracts--The Lincoln
    National Life Insurance Company                  76,276,541     69,684,213
Participant loans                                    15,852,291     13,924,114
Total investments                                   378,735,270    265,408,296

Cash and invested cash                                3,918,059      1,196,474
Accrued interest receivable                              30,578         25,736
Other receivables                                            --        465,068
Contributions receivable from
  participating employers                            12,004,120     13,963,381
Total assets                                        394,688,027    281,058,955

Liabilities--miscellaneous payables                   1,147,957         88,581
Net assets available for plan benefits             $393,540,070   $280,970,374

</TABLE>
See accompanying notes.

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Statements of Changes in Net Assets Available for Plan Benefits

<TABLE>
<CAPTION>                                                 Year ended December 31
                                                            1995           1994
<S>                                                    <C>            <C>
Additions:
Net realized and unrealized appreciation 
  (depreciation) in fair value of investments          $ 85,420,076   $(27,159,152)
Investment income:
  Cash dividends--Lincoln National Corporation            5,969,559      5,031,135
  Interest:
    The Lincoln National Life Insurance Company           6,493,723      4,732,210
    Other                                                 1,203,060      1,023,746
  Total interest                                          7,696,783      5,755,956
Total investment income                                  13,666,342     10,787,091
Contributions:
  Employees                                              19,897,636     18,773,777
  Participating employers (net of forfeitures:
    1995-$16,376; 1994-$20,070)                          14,167,259     16,932,992
Total Contributions                                      34,064,895     35,706,769
Total Additions                                         133,151,313     19,334,708
Deductions:
  Distributions to participants                         (20,363,921)   (21,082,240)
  Administrative expenses                                  (217,696)      (287,540)
Total Deductions                                        (20,581,617)   (21,369,780)
Net increase (decrease) in net assets 
  available for plan benefits                           112,569,696     (2,035,072)
Net assets available for plan benefits at 
  beginning of the year                                 280,970,374    283,005,446
Net assets available for plan benefits at end 
  of the year                                          $393,540,070   $280,970,374

</TABLE>
See accompanying notes.

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements

December 31, 1995

1. Significant Accounting Policies

Investments

The investment in Lincoln National Corporation ("LNC") common stock is
valued at the last reported sales price per the national securities
exchange on the last business day of the year.  The fair value of the
participation units owned by Lincoln National Corporation Employees'
Savings and Profit--Sharing Plan ("Plan") in segregated investment
accounts is based on quoted redemption value on the last business day
of the year.

The unallocated insurance contracts are valued at contract value as
estimated by The Lincoln National Life Insurance Company ("Company"). 
Contract value represents net contributions made plus interest at the
contract rate.

Participant loans are valued at cost which approximates fair value.

The cost of investments sold, distributed or forfeited is determined
using the specific identification method.


2. Description of the Plan

The Plan is a contributory, defined contribution plan which covers
eligible employees of LNC and several of its subsidiaries ("Employer
Companies").  Any person 21 years of age or older who is an employee
of the Employer Companies is eligible to enroll in the Plan if the
person has been employed by LNC and any of its subsidiaries for at 
least one year.  A participant may make pre-tax contributions at a 
rate of at least 1%, but not more than 15% of compensation, up to a 
maximum annual amount as determined and adjusted annually by the 
Internal Revenue Service ("IRS").

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)

2. Description of the Plan (continued)

The participants are fully vested in their contributions and direct
the Plan to invest their contributions in any combination of the
investment options as described in Note 3.  Participants can direct
employer contributions, but only after the contributions have been in
the Plan for two full plan years following the year for which they
were contributed.

The Employer Companies contribute to the Plan an amount equal to a
participant's contributions, not to exceed 6%, multiplied by a
percentage, ranging from 25% to 150%, which varies according to LNC's
increase in book value in relation to similar companies in the
insurance industry.  The Employer Companies contributions are 
invested in the LNC Common Stock Fund.  The Employer Companies
contributions vest based upon years of service as defined in the Plan
document as follows:

Years of Service                               Percent Vested
    1                                                 0%
    2                                                50%
    3 or more                                       100%


During 1995, the Board of Directors of LNC approved a new employer
contribution formula which will be effective for the 1996 plan year. 
The new formula gives the Board of Directors authorization to make a
discretionary change in the percentage used to compute the Employer
Companies contribution. 

The Plan allows loans to participants in amounts up to 50% of the
vested account value to a maximum of $50,000 but not more than the
total value of the participant's accounts excluding employer
contributions that haven't been in the Plan for two full years, less
the highest outstanding loan balance in the previous twelve month
period.

The Employer Companies have the right in accordance with the Plan to
discontinue contributions at any time and terminate participation in
the Plan.  In the event of termination of the Plan, all amounts
allocated to participants' accounts shall become vested.

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)


3. INVESTMENT OPTIONS

The detail of the net assets available for plan benefits by investment option 
is as follows:

<TABLE>
<CAPTION>
                                                       December 31, 1995
                                                      Investment Options

                                   TOTAL            1             2            3           4
<S>                            <C>            <C>            <C>          <C>          <C>
Assets
Investments:
Common stock                   $191,353,118   $191,353,118
Segregated investment accounts   95,253,320                  $8,624,705                $22,920,130
Unallocated insurance contracts  76,276,541                               $76,276,541
Participant loans                15,852,291
Total Investments               378,735,270    191,353,118    8,624,705    76,276,541   22,920,130
Cash and invested cash            3,918,059      2,516,096                  1,401,963
Accrued interest receivable          30,578
Contributions receivable from
 participating employers         12,004,120     12,044,120
Total assets                    394,688,027    205,873,334    8,624,705    77,678,504   22,920,130
Liabilities--miscellaneous
 payables                        (1,147,957)      (578,264)                  (569,693)
Net assets available for
 plan benefits                 $393,540,070   $205,295,070   $8,624,705   $77,108,811  $22,920,130

</TABLE>

<TABLE>
<CAPTION>
                                      5               6            7            8             9
<S>                             <C>             <C>          <C>          <C>           <C>
Assets
Investments:
Common stock
Segregated investment accounts  $23,772,967     $8,902,420   $7,702,430   $12,969,067   $1,734,231
Unallocated insurance contracts
Participant loans
Total investments                23,772,967      8,902,420    7,702,430    12,969,067    1,734,231
Cash and invested cash
Accrued interest receivable
Contributions receivable from
  anticipating employers     
Total assets                     23,772,967      8,902,420    7,702,430    12,969,067    1,734,231
Liabilities--miscellaneous
 payables
Net assets available for
 plan benefits                  $23,772,967     $8,902,420   $7,702,430   $12,969,067   $1,734,231

</TABLE>

<TABLE>
<CAPTION>
                                      10             11           12           13         LOANS
<S>                                <C>          <C>           <C>          <C>         <C>
Assets
Investments:
Common stock
Segregated investment accounts     $770,346     $2,029,374    $1,858,664   $3,968,986
Unallocated insurance contracts
Participant loans                                                                      $15,852,291
Total investments                   770,346      2,029,374     1,858,664    3,968,986   15,852,291
Cash and invested cash
Accrued interest receivable                                                                 30,578
Contributions receivable from 
 participating employers
Total assets                        770,346      2,029,374     1,858,664    3,968,986   15,882,869
Liabilities--miscellaneous
 payables 
Net assets available for
 plan benefits                     $770,346     $2,029,374    $1,858,664   $3,968,986  $15,882,869

</TABLE>

<TABLE>
<CAPTION>
                                                             December 31, 1994
                                                            Investment Options
                                   TOTAL            1             2            3             4
<S>                           <C>            <C>            <C>          <C>           <C>
Assets
Investments:
Common stock                  $116,039,665   $116,039,665
Segregated investment 
 accounts                       65,760,304                  $8,116,181                 $15,662,431
Unallocated insurance
  contracts                     69,684,213                               $69,684,213
Participant loans               13,924,114
Total investments              265,408,296    116,039,665    8,116,181    69,684,213    15,662,431
Cash and invested cash
 (overdrafts)                    1,196,474      1,010,411       13,251       123,040       (4,266)
Accrued interest receivable         25,736
Other receivables                  465,068         36,684        3,730       273,416        59,236
Contributions receivable from
 participating employers        13,963,381     13,963,381
Total assets                   281,058,955    131,050,141    8,133,162    70,080,669    15,717,401
Liabilities--miscellaneous
 payables                           88,581         70,985
Net assets available for
 plan benefits                $280,970,374   $130,979,156   $8,133,162   $70,080,669   $15,717,401

</TABLE>

<TABLE>
<CAPTION>
                                   5               6            7              8              9
<S>                            <C>             <C>          <C>           <C>             <C>
Assets
Investments:
Common stock
Segregated investment
 accounts                      $16,060,131     $7,005,554   $5,658,315    $9,234,735      $532,843
Unallocated insurance
 contracts 
Participant loans
Total investments               16,060,131      7,005,554    5,658,315     9,234,735       532,843
Cash and invested
 cash (overdrafts)                   7,957        (40,808)      19,415        14,541        46,433
Accrued interest receivable
Other receivables                   40,424         43,603                        514           597
Contributions receivable from
  anticipating employers     
Total assets                    16,108,512      7,008,349    5,677,730     9,249,790        79,873
Liabilities--miscellaneous
 payables                                                       12,383
Net assets available for
 plan benefits                 $16,108,512     $7,008,349   $5,665,347    $9,249,790      $579,873

</TABLE>

<TABLE>
<CAPTION>
                                     10             11           12           13         LOANS
<S>                               <C>            <C>          <C>         <C>         <C>
Assets
Investments:
Common stock
Segregated investment accounts    $187,725       $787,447     $617,234    $1,897,708
Unallocated insurance contracts
Participant loans                                                                     $13,924,114
Total investments                  187,725        787,447      617,234     1,897,708   13,924,114
Cash and invested cash
  (overdrafts)                       2,394            156        4,273         1,313       (1,636)
Accrued interest receivable                                                                25,736
Other receivables                                     714                      4,514        1,636
Contributions receivable from 
  participating employers
Total assets                       190,119        788,317      621,507     1,903,535   13,949,850
Liabilities--miscellaneous
  payables                             2,394                       2,819
Net assets available for
  plan benefits                   $187,725       $788,317     $618,688    $1,903,535  $13,949,850

</TABLE>

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)


3. INVESTMENT OPTIONS (CONTINUED)

The detail of the changes in net assets available for plan benefits by 
investment option is as follows:

<TABLE>
<CAPTION>
                                                  Year Ended December 31, 1995
                                                       Investment Options

                                    TOTAL           1             2             3           4
<S>                            <C>            <C>            <C>         <C>           <C>
Additions:
Net realized and unrealized
  appreciation in fair
  value of investments         $ 85,420,076   $ 67,988,471   $1,073,220                $ 5,905,550
Investment income:
Cash dividends                    5,969,559      5,969,559
Interest                          7,696,783                              $ 6,493,723
Total investment income          13,666,342      5,969,559                 6,493,723
Contributions:
Employees                        19,897,636      5,304,242      615,540    4,382,570     1,870,696
Participating employers 
  (net of forfeitures)           14,167,259     14,167,259
Total contributions              34,064,895     19,471,501      615,540    4,382,570     1,870,696
Total additions                 133,151,313     93,429,531    1,688,760   10,876,293     7,776,246
Deductions:
Distributions to participants   (20,363,921)    (8,699,052)    (569,094)  (6,562,834)   (1,033,475)
Administration expenses            (217,696)      (199,511)      (1,055)      (8,872)       (2,202)
Net transfers (deductions)               --    (10,215,054)    (627,068)   2,723,555       462,160
Total deductions                (20,581,617)   (19,113,617)  (1,197,217)  (3,848,151)     (573,517)
Net increase in net assets
  available for plan benefits   112,569,696     74,315,914      491,543    7,028,142     7,202,729
Net assets available for
  plan benefits at
  beginning of the year         280,970,374    130,979,156    8,133,162   70,080,669    15,717,401
Net assets available for
  plan benefits
  at end of the year           $393,540,070   $205,295,070   $8,624,705  $77,108,811   $22,920,130

</TABLE>

<TABLE>
<CAPTION>
                                     5                6           7             8             9
<S>                             <C>             <C>          <C>         <C>            <C>
Additions:
Net realized and unrealized
  appreciation in fair value
  of investments                $ 5,037,349     $  433,404   $1,174,621  $ 2,717,975    $  226,389
Investment income:
Cash dividends
Interest
Contributions:
Employees                         2,384,637        509,372      784,575    1,693,786       457,925
Participating employers 
  (net of forfeitures)
Total contributions               2,384,637        509,372      784,575    1,693,786       457,925
Total additions                   7,421,986        942,776    1,959,196    4,411,761       684,314
Deductions:
Distributions to participants      (538,697)    (1,101,485)    (283,377)    (893,780)      (72,358)
Administration expenses              (2,292)          (903)        (779)      (1,339)         (115)
Net transfers (deductions)          783,458      2,053,683      362,043      202,635       542,517
Total deductions                    242,469        951,295       77,887     (692,484)      470,044
Net increase in net assets
  available for plan benefits     7,664,455      1,894,071    2,037,083    3,719,277     1,154,358
Net assets available for
  plan benefits at
  beginning of the year          16,108,512      7,008,349    5,665,347    9,249,790       579,873
Net assets available for
  plan benefits
  at end of the year            $23,772,967     $8,902,420   $7,702,430  $12,969,067    $1,734,231

</TABLE>

<TABLE>
<CAPTION>
                                      10            11             12          13          Loans
<S>                                <C>          <C>          <C>          <C>          <C>
Additions:
Net realized and unrealized
  appreciation in fair value
  of investments                   $ 65,341     $  129,576   $  315,646   $  352,534
Investment income:
Cash dividends
Interest                                                                               $ 1,203,060
Total interest income                                                                    1,203,060
Contributions:
Employees                           167,759        442,232      352,295      932,007
Participating employers 
  (net of forfeitures)
Total contributions                 167,759        442,232      352,295      932,007
Total additions                     233,100        571,808      667,941    1,284,541     1,203,060
Deductions:
Distributions to participants       (14,593)       (25,432)     (12,063)     (74,208)     (483,473)
Administration expenses                 (42)          (144)        (117)        (325)
Net transfers (deductions)          364,156        694,825      584,215      855,443     1,213,432
Total deductions                    349,521        669,249      572,035      780,910       729,959
Net increase in net assets
  available for plan benefits       582,621      1,241,057    1,239,976    2,065,451     1,933,019
Net assets available for
  plan benefits at
  beginning of the year             187,725        788,317      618,688    1,903,535    13,949,850
Net assets available for
  plan benefits
  at end of the year               $770,346     $2,029,374   $1,858,664   $3,968,986   $15,882,869

</TABLE>

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)


3. INVESTMENT OPTIONS (CONTINUED)

The detail of the changes in net assets available for plan benefits by 
investment option is as follows:

<TABLE>
<CAPTION>
                                                   Year Ended December 31, 1994
                                                        Investment Options
                                 TOTAL               1             2           3             4
<S>                            <C>            <C>            <C>         <C>          <C>
Additions:
Net realized and unrealized
  appreciation (depreciation) 
  in fair value of investments $(27,159,152)  $(26,530,162)  $ (132,920)              $   252,063
Investment income:
Cash dividends                    5,031,135      5,031,135
Interest                          5,755,956                              $ 4,732,210
Total interest income            10,787,091      5,031,135                 4,732,210
Contributions:
Employees                        18,773,777      5,503,603      687,192    4,174,286    1,886,377
Participating employers 
  (net of forfeitures)           16,932,992     16,932,992
Total contributions              35,706,769     22,436,595      687,192    4,174,286    1,886,377
Total additions                  19,334,708        937,568      554,272    8,906,496    2,138,440
Deductions:
Distributions to participants   (21,082,240)    (8,934,755)    (582,550)  (7,395,098)  (1,061,237)
Administration expenses            (287,540)      (268,102)      (1,254)     (10,032)      (2,247)
Net transfers (deductions)               --        994,218   (1,029,086)    (891,455)    (830,348)
Total deductions                (21,369,780)    (8,208,639)  (1,612,890)  (8,296,585)  (1,893,832)
Net increase (decrease) in
  net assets available
  for plan benefits              (2,035,072)    (7,271,071)  (1,058,618)     609,911      244,608
Net assets available for
  plan benefits at
  beginning of the year         283,005,446    138,250,227    9,191,780   69,470,758   15,472,793
Net assets available for
  plan benefits
  at end of the year           $280,970,374   $130,979,156   $8,133,162  $70,080,669  $15,717,401

</TABLE>

<TABLE>
<CAPTION>
                                     5                6           7             8             9
<S>                             <C>             <C>          <C>          <C>            <C>
Additions:
Net realized and unrealized
  appreciation (depreciation) 
  in fair value of investments  $  (445,649)    $  277,250   $ (239,319)  $ (296,077)    $  3,042
Investment income:
Cash dividends
Interest
Contributions:
Employees                         2,387,322        509,064      756,164    1,748,974      224,271
Participating employers 
  (net of forfeitures)
Total contributions               2,387,322        509,064      756,164    1,748,974      224,271
Total additions                   1,941,673        786,314      516,845    1,452,897      227,313
Deductions:
Distributions to participants      (990,193)      (497,042)    (284,535)    (579,465)      (1,071)
Administration expenses              (2,299)        (1,070)        (845)      (1,337)         (55)
Net transfers (deductions)         (486,343)      (863,523)    (699,957)    (325,903)     353,686
Total deductions                 (1,478,835)    (1,361,635)    (985,337)    (906,705)     352,560
Net increase (decrease) in
  net assets available for
  plan benefits                     462,838       (575,321)    (468,492)     546,192      579,873
Net assets available for
  plan benefits at
  beginning of the year          15,645,674      7,583,670    6,133,839    8,703,598            --
Net assets available for
  plan benefits
  at end of the year            $16,108,512     $7,008,349   $5,665,347   $9,249,790     $579,873

</TABLE>

<TABLE>
<CAPTION>
                                       10             11           12           13        Loans
<S>                                <C>            <C>          <C>        <C>          <C>
Additions:
Net realized and unrealized
  appreciation (depreciation) 
  in fair value of investments     $  4,847       $  1,336     $ 18,681   $  (72,244)
Investment income:
Cash dividends
Interest                                                                               $ 1,023,746
Total interest income                                                                    1,023,746
Contributions:
Employees                            72,431        222,076      162,450      439,567
Participating employers 
  (net of forfeitures)
Total contributions                  72,431        222,076      162,450      439,567
Total additions                      77,278        223,412      181,131      367,323     1,023,746
Deductions:
Distributions to participants        (4,619)        (8,405)     (21,158)     (15,175)     (706,937)
Administration expenses                 (17)           (68)         (47)        (167)
Net transfers (deductions)          115,083        573,378      458,762    1,551,554     1,079,934
Total deductions                    110,447        564,905      437,557    1,536,212       372,997
Net increase (decrease) in
  net assets available for
  plan benefits                     187,725        788,317      618,688    1,903,535     1,396,743
Net assets available for plan
  benefits at
  beginning of the year                   --             --           --           --   12,553,107
Net assets available for
  plan benefits
  at end of the year               $187,725       $788,317     $618,688   $1,903,535   $13,949,850

</TABLE>

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)

3. Investment Options (continued)

Information with respect to investment options is as follows:

Option    Description of Investment Option

   1      LNC Common Stock Fund, which invests primarily in shares of 
          Lincoln National Corporation's common stock; 

   2      Government Bond Fund, which directly or indirectly invests
          primarily in fixed income securities issued by the United        
          States Government;

   3      Guaranteed Fund, which invests primarily in contracts which
          guarantee a rate of return and principal;

   4      Core Equity Fund, which directly or indirectly invests            
          primarily in the common stock of established companies;

   5      Medium Capitalization Equity Fund, which directly or             
          indirectly invests primarily in the stock of new, rapid          
          growth companies;

   6      Short--Term Fund, which directly or indirectly invests           
          primarily in notes of government agencies and private            
          corporations;

   7      Government/Corporate Bond Fund, which directly or 
          indirectly invests primarily in corporate and U.S. 
          government bonds and mortgage-backed securities;

   8      Large Capitalization Equity Fund, which directly or              
          indirectly invests primarily in high-risk common stocks 
          which have the potential for a significant appreciation in       
          value over an 18 to 24 month period;

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)

3. Investment Options (continued)

   9      Balanced Fund, which directly or indirectly invests in 
          three different asset classes:  stocks, bonds and money 
          market instruments, which provides growth through the  
          stock portion and reduced risk through the bond and    
          money market portion;

  10      High Yield Bond Fund, which directly or indirectly     
          invests primarily in below-investment-grade bonds,     
          providing higher rates of return to compensate higher  
          risk;

  11      Small Capitalization Equity Fund, which directly or    
          indirectly invests primarily in the stock of new, rapid 
          growth companies;

  12      Value Equity Fund, which invests primarily in large    
          capitalization stocks of undervalued companies that are 
          industry leaders; and

  13      International Equity Fund, which directly or indirectly 
          invests primarily in stocks of non-United States       
          companies.

Beginning January 1, 1994, the Plan began offering investment options
9 through 13 to participants.  Investment options 2 through 13 are
provided by a group annuity contract issued by the Company.

Interest charged on new loans to participants is established monthly
based upon prevailing rates for similar loans.  Loans are repaid over
1, 3, 5, 10, 15 or 20 year periods depending on the purpose of the
loan or when a participant withdraws from the Plan.

The unallocated insurance contracts earned an average interest rate of
approximately 6.72% and 6.86% in 1995 and 1994, respectively.  The
credited interest rate for new contributions, which approximates the
current market rate, at December 31, 1995 and 1994, were 6.25% and
7.50%, respectively.  The rate on new contributions is guaranteed
through the succeeding three calendar year quarters.  The credited
interest rates for the remaining contract value balance at December
31, 1995 and 1994 were 6.90% and 7.15%, respectively, and are
determined based upon the performance of the Company's general
account.  The credited interest rates change at least quarterly.  The
minimum guaranteed rate is 4.50% for the first 5 contract years, 4.00%
for years 6-10 and 3.50% following year 10.  The guarantee is based on
the Company's ability to meet its financial obligations out of the
general assets of the Company.  The fair value of the unallocated
insurance contracts approximate contract value. 

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Notes to Financial Statements (continued)

4. Income Tax Status

The Plan has received a determination letter from the IRS dated 
February 9, 1995, stating that the Plan qualifies under Section 401(a)
of the Internal Revenue Code of 1986 ("Code") and, therefore, is
exempt from taxation.  Once qualified, the Plan is required to operate
in conformity with the Code and the Employee Retirement Income
Security Act of 1974 to maintain its tax-exempt status.  The Plan's
administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified
status.

5. Transactions With Parties-In-Interest 

All investments held by the Plan and related investment transactions,
except for short-term cash investments, were with the Employer
Companies.  

6. Concentrations of Credit Risk

The Plan has investments in common stock of LNC, segregated investment
accounts and unallocated insurance contracts with the Company of
$191,353,118, $95,253,320 and $76,276,541, respectively, at December
31, 1995 (48.6%, 24.3% and 19.5% of net assets, respectively).  LNC
and the Company operate predominately in the insurance industry.

7. Sale of LNC Subsidiary

Effective February 2, 1994, LNC completed the sale of Security-
Connecticut Corporation, one of the Employer Companies.  As a result
of the sale, $8,570,156 of 1994 Plan assets were transferred to
another plan.

<PAGE>
Lincoln National Corporation
Employees' Savings and Profit--Sharing Plan

Notes to Financial Statements (continued)

8. Sale of Minority Interest in Subsidiary

Effective May 28, 1996, the Company's principal subsidiary within its 
Property-Casualty segment (American States Insurance Company) closed on 
an initial public offering of 17% of its common stock.  The filing of 
a registration statement with the Securities and Exchange Commission, 
marketing of the shares and receiving the necessary approvals is
expected to result in a closing of this transaction in the second 
quarter of 1996.  As of December 31, 1995, the Plan assets attributed 
to American States employees that will be transferred to a new Plan 
totalled approximately $179,566,000.

9. Reconciliation of Financial Statements to Form 5500 

The following is a reconciliation of net assets available for plan benefits 
per the financial statements to Form 5500:

<TABLE>

<CAPTION>
                                                      1995           1994
<S>                                               <C>            <C>
Net assets available for plan 
  benefits per the financial statements           $393,540,070   $280,970,374
Amounts allocated to withdrawing participants       (1,273,955)    (1,089,639)
Net assets available for plan benefits
  per Form 5500                                   $392,266,115   $279,880,735


The following is a reconciliation of distributions to participants per the 
financial statements to Form 5500:

</TABLE>

<TABLE>
<CAPTION>
                                                        1995         1994
<S>                                                 <C>           <C>
Distributions to participants per the
  financial statements                              $20,363,921   $21,082,240
Amounts allocated to withdrawing 
  participants at end of the year                     1,273,955     1,089,639
Less amounts allocated to withdrawing
  participants at beginning of the year              (1,089,639)     (232,652)
Distributions to participants per Form 5500         $20,548,237   $21,939,227

</TABLE>

Amounts allocated to withdrawing participants are recorded on Form 5500 for 
distributions that have been processed and approved for payment prior to 
year end but have not yet been paid.

<PAGE>
Schedules
Item 27a

Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Schedule of Assets Held for Investment Purposes

December 31, 1995

<TABLE>
<CAPTION>
                                                     (c)
                                           Description of Investment
          (b)                                 Including Maturity                               (e)
Identity of Issue, Borrower,                 Date, Rate of Interest,              (d)        Current
Lessor or Similar Party                      Par or Maturity Value               Cost         Value
<S>                                     <C>                                 <C>            <C>
Common stock-
  Lincoln National Corporation          3,560,058 shares                    $122,922,705   $191,353,118
Segregated investment 
  accounts--The Lincoln 
  National Life Insurance 
  Company Separate Accounts:
    Government Bond Fund                5,961,664.925 participation units      6,615,965      8,624,705
    Core Equity Fund                    1,264,092.105 participation units     14,167,103     22,920,130
    Medium Capitalization Equity Fund   3,112,599.024 participation units     15,221,037     23,772,967
    Short--Term Fund                    3,395,077.727 participation units      7,806,833      8,902,420
    Government/Corporate Bond Fund      1,605,915.397 participation units      5,680,734      7,702,430
    Large Capitalization Equity Fund    2,708,547.495 participation units      9,722,074     12,969,067
    Balanced Fund                         436,665.410 participation units      1,514,066      1,734,231
    High Yield Bond Fund                  408,365.340 participation units        704,683        770,346
    Small Capitalization Equity Fund      320,513.868 participation units      1,914,502      2,029,374
    Value Equity Fund                   1,352,451.952 participation units      1,536,964      1,858,664
    International Equity Fund             853,978.550 participation units      3,694,021      3,968,986
Total segregated investment accounts                                          68,577,982     95,253,320

Unallocated insurance contracts-
  The Lincoln National Life
  Insurance Company                                                           76,276,541     76,276,541

Participant loans                       Various loans at interest rates 
                                           varying from 12.5% to 6.5%
                                           due from 1996 to 2015.             15,852,291     15,852,291
Total investments                                                           $283,699,519   $378,735,270

</TABLE>

<PAGE>
Item 27d
Lincoln National Corporation
Employees' Savings and Profit-Sharing Plan

Schedule of Reportable Transactions

Year ended December 31, 1995

<TABLE>
<CAPTION>
                                                                                         (h)
                                                                                    Current Value      (i) 
    (a)                                         (c)           (d)          (g)      of Assets on       Net
 Identity of             (b)                  Purchase      Selling      Cost of    Transaction       Gain
Party Involved   Description of Assets          Price        Price        Assets        Date          (Loss)
<S>            <S>                           <C>          <C>          <C>          <C>            <C>
Category (iii)

Norwest Bank   Lincoln National Corporation
                 shares of common stock:
                    Purchases                $53,965,282               $53,965,282  $53,965,282
                    Sales                                 $46,640,318   35,683,789   46,640,318    $10,956,529

The Lincoln    Segregated investment
National Life    account--The Lincoln
Insurance        National Life Insurance
Company          Company Separate Accounts:
                   Purchases                  25,092,671                25,092,671   25,092,671
                   Sales                                   13,031,264   10,547,810   13,031,264      2,483,454

The Lincoln    Unallocated insurance
National Life    contracts-The Lincoln
Insurance        National Life Insurance
Company          Company:
                   Purchases                  17,424,452                17,424,452   17,424,452
                   Sales                                   10,832,124   10,832,124   10,832,124             --
</TABLE>

Note:  Columns (e) and (f), and categories (i), (ii) and (iv) are not 
       applicable.

<PAGE>

                           SIGNATURE


THE PLAN.  Pursuant to the requirements of the Securities
Exchange Act of 1934, the Members of the Lincoln National
Corporation Benefits Investment Committee have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.

                              LINCOLN NATIONAL CORPORATION 
                              EMPLOYEES' SAVINGS AND 
                              PROFIT-SHARING PLAN

     
                              /S/ H. THOMAS MCMEEKIN
Date:  6/26/96                ______________________________
                              H. Thomas McMeekin, Chairman
                              Lincoln National Corporation
                              Benefits Investment Committee




<PAGE>



       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-52667) pertaining to the Lincoln
National Corporation Employees' Savings and Profit-Sharing Plan
of our report dated May 16, 1996 (except for Note 8, as to which it is 
May 28, 1996) with respect to the financial statements and schedules of 
the Lincoln National Corporation Employees' Savings and Profit-Sharing 
Plan included in this Annual Report (Form 11-K) for the year ended 
December 31, 1995.

                                      /S/  ERNST & YOUNG LLP

Fort Wayne, Indiana
June 28, 1996




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission