LINCOLN NATIONAL VARIABLE ANNUITY FUND A
497, 1996-05-23
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                               LINCOLN NATIONAL
                               VARIABLE ANNUITY
                                FUND A (GROUP)

             1300 South Clinton Street, Fort Wayne, Indiana 46802
                          Telephone: 1-800-348-1212
                                      
                       GROUP VARIABLE ANNUITY CONTRACTS
                                  ISSUED BY:
                 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

        The group variable annuity contracts offered by this prospectus are
designed and offered: (a) for annuity purchase plans adopted by public school
systems and Section 501(c)(3) organizations pursuant to Section 403(b) of the
Internal Revenue Code of 1986, as amended ("Code"), (b) for qualified employee
pension and profit-sharing trusts (described in Section 401(a) and tax exempt
under Section 501(a) of the Code) and qualified annuity plans (described in
Section 403(a) of the Code), including H.R.-10 plans, (c) for Individual
Retirement Annuities and Accounts adopted by or on behalf of individuals
pursuant to Section 408 of the Code and (d) for Simplified Pension Plans
pursuant to Section 408(k) of the Code.  Such qualified plans provide special
tax treatment to participating employees and self-employed individuals and
their beneficiaries. Contracts offered by this prospectus are also designed for
governmental and charitable organizations deferred compensation plans meeting
the requirements of Section 457 of the Code.

        The principal investment objective of Lincoln National Variable Annuity
Fund A (the Fund) is the long-term growth of capital in relation to the
changing value of the dollar.  A secondary investment objective is the
production of current income.  The Fund seeks to accomplish these objectives by
investing in equity securities, principally common stocks.

        Depending on the provisions of the plan, the Participant or Contract
Owner may elect, if the plan so provides, that a portion (in multiples of 10%)
of payments be applied by the Company to purchase fixed-dollar accumulation
units under the variable annuity contract.  However, unless reference is
specifically made to fixed-dollar elements, this prospectus relates to variable
elements under the Separate Account.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

        THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUND
THAT A PROSPECTIVE INVESTOR OUGHT TO KNOW BEFORE INVESTING.  PLEASE READ IT
CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.

        ADDITIONAL INFORMATION ABOUT THE FUND HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THAT STATEMENT OF ADDITIONAL INFORMATION
(SAI), DATED APRIL 30, 1996, HAS BEEN INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS AND WILL BE PROVIDED ON REQUEST AND WITHOUT CHARGE. WRITE KIMBERLY
OAKMAN, THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, P.O. BOX 2340, FORT WAYNE,
INDIANA 46801, OR CALL 1-800-348-1212, extension 4912. A TABLE OF CONTENTS FOR
THE SAI APPEARS ON THE LAST PAGE OF THIS PROSPECTUS.
                                 ____________
                                      
                
    
   THIS PROSPECTUS IS DATED APRIL 30, 1996





                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                      PAGE
<S>                                                                    <C>
Special Terms........................................................   2  
Expense Table........................................................   3  
Synopsis.............................................................   4  
Per-Accumulation-Unit Income and Capital Changes.....................   5  
Financial Statements.................................................   5  
The Company..........................................................   5  
The Fund.............................................................   6  
Investment Objectives and Policies of the Fund.......................   6  
Charges and Deductions...............................................   7  
Investment Management................................................   9  
The Variable Annuity Contracts.......................................   9  
Accumulation Period..................................................  11  
Annuity Period.......................................................  13  
Fund Valuation Procedure.............................................  15  
Federal Tax Status...................................................  16  
Voting Rights........................................................  16  
Legal Proceedings....................................................  17  
Other Annuity Contracts..............................................  17  
Custodian............................................................  18  
State Regulation.....................................................  18  
Table of Contents of the Statement of Additional Information.........  18  

                                SPECIAL TERMS

        As used in this prospectus the following terms have the indicated
meanings.

        ACCUMULATION UNIT: A statistical device used to determine the value of
an individual account prior to the commencement of annuity payments.

        ANNUITANT: The person on whose life or life expectancy the payments are
based.

        ANNUITY: A series of payments for (a) life, (b) life with either a
minimum number of payments or an ascertainable sum guaranteed, or (c) the joint
lifetime of the Annuitant and another person and thereafter during the lifetime
of their survivor.

        ANNUITY RATE PROMISE: The promise that the amount of annuity payments
will not be affected by the fact that Annuitants live longer than expected.

        ANNUITY UNIT: A statistical device used to determine the amount of
annuity payments.

        CONTRACT OWNER: The annuitant, or other designated person, except in
cases where a Contract is issued to a trustee of a trust or a custodian of a
qualified pension or profit-sharing plan under Section 401(a) of the Code or of
an Individual Retirement Annuity under Section 408 of the Code, or where a
Contract is issued in connection with a deferred compensation plan pursuant to
Section 457 of the Code.  In cases where the Contract is issued to such a
trustee or custodian, as defined above, the Contract Owner is the trustee or
custodian.

        FIXED-DOLLAR ANNUITY: An annuity with payments which remain fixed
throughout the payment period and which do not reflect the investment
experience of a separate account.

        PAYMENTS: Amounts paid to purchase an annuity by or on behalf of an
Annuitant.

        PARTICIPANT: The individual participating in a qualified pension or
profit-sharing plan pursuant to Section 401(a) of the Code, a deferred
compensation plan pursuant to Section 457 of the Code, a tax deferred annuity
pursuant to Section 403(a) of the Code and a tax sheltered annuity pursuant to
403(b) of the Code.

        SEPARATE ACCOUNT: Assets set aside in a separate account by The Lincoln
National Life Insurance Company with respect to payments received under the
variable annuity contracts offered by this prospectus and certain other annuity
contracts and designated as Lincoln National Variable Annuity Fund A.

        TERMINATION AND SURRENDER: Surrender means redemption; the term
redemption may be used interchangeably with surrender.  The termination options
permit redemption as set forth in Accumulation Period, below.

        VARIABLE ANNUITY: An annuity providing for payments varying in
accordance with the changing values of securities held in a separate account.

        VARIABLE ANNUITY CONTRACT: An agreement between the Company and the
Contract Owner providing a variable annuity.


                                      2

<PAGE>




                                EXPENSE TABLE


CONTRACT OWNER TRANSACTION EXPENSES
- -----------------------------------


</TABLE>
<TABLE>
<CAPTION>

                                                               SINGLE             PERIODIC
                                                               PREMIUM            PREMIUM
                                                               -------            --------
<S>                                                            <C>                 <C>
     Sales Load Imposed on Purchases
     (as a percentage of purchase payments)                     2%+$50              4.25%
                                                               -------             -----
     Administrative Expense                                    $ 65.00              1.00%
                                                               -------             -----

     Minimum Death Benefit (if elected)                            .75%              .75%
                                                               -------             -----

ANNUAL EXPENSES (as a percentage of average net assets)

     Management Fees                                                                 .32%
                                                                                   -----

     Annuity Rate and Expense Risk Fees                                             1.00%
                                                                                   -----

        Total Annual Expenses                                                       1.32%
                                                                                   -----

</TABLE>


EXAMPLE*

<TABLE>
<CAPTION>
                                                          1 YEAR        3 YEARS        5 YEARS        10 YEARS
                                                        S.P.  P.P.    S.P.  P.P.     S.P.  P.P.      S.P.  P.P.
                                                        ----  ----    ----  ----     ----  ----      ----  ----
<S>                                                    <C>    <C>     <C>    <C>     <C>   <C>       <C>   <C>
At the end of the applicable time period,
you would pay the following expenses on a
$1,000 investment, assuming 5% annual
return on assets:                                       $147   $66    $173   $95     $202  $126      $287  $218

</TABLE>

*The figures are the same, whether the Contract Owner holds the contract,
 surrenders it, or annuitizes. The expenses shown do not include charges
 for the minimum death benefit, since the purchase of that benefit is
 optional with the client. [S.P.=Single Premium; P.P.=Periodic Payment]

This table is provided to assist the Contract Owner in understanding the
various costs and expenses that he or she will bear directly or indirectly. The
table reflects expenses of operating both the Variable Annuity Contract and the
Fund. For a more complete description of the various costs and expenses
involved, see "Charges and Deductions" in this Prospectus. Premium taxes may
also be applicable, although they do not appear in the table. THE "Example"
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. This table is unaudited.


                                       3

<PAGE>


                                   SYNOPSIS

WHAT ARE THE VARIABLE ANNUITIES BEING OFFERED?
        
        The variable annuity contracts offered by this prospectus are of 2
types: immediate annuities and deferred annuities.  Deferred annuities may be
purchased with a single payment or with periodic payments.  Immediate annuities
may only be purchased with a single payment.

WHO IS THE PRINCIPAL UNDERWRITER?

        The Lincoln National Life Insurance Company (the Company), a registered
broker-dealer, is the principal underwriter.  It makes contracts available
through its registered representatives licensed to sell life insurance policies
and annuity contracts.

INVESTMENT ADVISER--NATURE OF BUSINESS

        The Company, a stock life insurance company providing life insurance
and annuities, serves as investment adviser to the Fund.

WHAT FEES ARE CHARGED TO THE FUND?
        
        For providing investment management services, the Company (the adviser)
will make daily deductions aggregating .323% annually of the average daily
value of the Fund.  (See Investment Management, below.)

        Daily deductions of 1.002% annually of the average daily value of the
Fund are also made for annuity rate and expense guarantees.  (See Charges and
Deductions, below.)

        In general, see Expense Table on page 3.

WHAT IS THE MAXIMUM SALES LOAD?

        The maximum sales load under a periodic payment contract is 4.49% of
the net amount invested which is 4.25% of the offering price (gross payment
received).

        Under a single payment contract, the maximum sales load is 3.9% of the
net amount invested.  The maximum sales load is 2% of the offering price (gross
payment received) plus $50.

        There are provisions for reduced sales charges.  (See Charges and
Deductions, below.)

ADMINISTRATIVE EXPENSE CHARGES

        In addition to the maximum sales load described above, a charge is also
deducted for administrative expenses.  This charge is a maximum of 1% under
periodic payment contracts; under single payment contracts, the charge is $65.

ARE THERE ANY OTHER DEDUCTIONS, CHARGES OR PENALTIES?

        If the minimum death benefit has been elected, an additional deduction
of .75% is made from each purchase payment.  Deductions are also made for any
applicable premium taxes.  If you withdraw contract value or surrender the
contract before the annuity period begins, you may be subject to a penalty tax
under Section 72(q) of the Code.

IS THERE A SHORT-TERM CANCELLATION RIGHT?

        Within 10 days after this contract is first received, it may be
cancelled for any reason by delivering or mailing it to the agent through whom
it was purchased or to the Home Office of the Company.  Upon cancellation, this
contract shall be void from the beginning and the Company will return the value
of any payments made to the variable account (including the sales and
administrative charge).

IS A MINIMUM INVESTMENT REQUIRED?

        Normally, under a periodic payment contract, the minimum amount of any
scheduled purchase payment is $25 and the scheduled purchase payments must
total at least $600 per year.  Normally, under a single payment contract the
minimum payment is $5,000.

INVESTMENT OBJECTIVES

        The principal investment objective of the Fund is the long-term growth
of capital in relation to the changing value of the dollar.  A secondary
investment objective is the production of current income.  (See Investment
Objectives and Policies of the Fund, below.)

TYPE OF FUND

        The Fund is a segregated investment account of the Company, operated as
an open-end, diversified management investment company, which continuously
offers its variable annuity contracts for sale.

REDEMPTION OR REPURCHASE PRICE

        Payments upon redemption will be made at the value of the account
without any charge.  (See Accumulation Period, below.)


                                      4

<PAGE>
                   LINCOLN NATIONAL VARIABLE ANNUITY FUND A
               PER-ACCUMULATION-UNIT INCOME AND CAPITAL CHANGES
                                      
          (For an accumulation unit outstanding throughout the year)


     The following per-unit income and capital changes table of the Fund has
been audited by Ernst & Young LLP, independent auditors.  This table should be
read in conjunction with the Fund's financial statements, notes and report of
independent auditors included in the Statement of Additional Information.  The
information is for years ended December 31.


               PER-ACCUMULATION-UNIT INCOME AND CAPITAL CHANGES


<TABLE>
<CAPTION>

                                  1995     1994      1993     1992     1991      1990      1989     1988     1987     1986    
                                 ------   ------    ------   ------   ------    ------    ------   ------   ------   ------   
<S>                              <C>      <C>       <C>      <C>      <C>      <C>       <C>       <C>      <C>      <C>
Investment income............    $ .251   $ .217    $ .204   $ .206   $ .181    $ .146    $ .183   $ .150   $ .130   $ .105   
Expenses.....................      .114     .095      .090     .083     .076      .064      .062     .053     .055     .044   
                                 ------   ------    ------   ------   ------    ------    ------   ------   ------   ------   
Net investment income........      .137     .122      .114     .123     .105      .082      .121     .097     .075     .061   
Net realized and                                                                                                              
   unrealized                                                                                                                 
   gain (loss) on                                                                                                             
   investments...............     2.539    (.040)     .522    (.099)   1.402     (.102)     .786     .266     .156     .458   
                                 ------   ------    ------   ------   ------    ------    ------   ------   ------   ------   
                                                                                                                              
Increase (decrease) in                                                                                                        
   accumulation unit value...     2.676     .082      .636     .024    1.507     (.020)     .907     .363     .241     .519   
Accumulation unit value                                                                                                       
   at beginning of year......     7.198    7.116     6.480    6.456    4.949     4.969     4.062    3.699    3.458    2.939   
                                 ------   ------    ------   ------   ------    ------    ------   ------   ------   ------   
ACCUMULATION UNIT                                                                                                             
   VALUE AT END OF                                                                                                            
   YEAR......................    $9.874   $7.198    $7.116   $6.480   $6.456    $4.949    $4.969   $4.062   $3.699   $3.458   
                                 ======   ======    ======   ======   ======    ======    ======   ======   ======   ======   

</TABLE>

                                    RATIOS


<TABLE>
<S>                              <C>      <C>       <C>      <C>      <C>      <C>       <C>       <C>      <C>      <C>
Ratio of expenses to
   average net assets........     1.28%    1.27%     1.27%    1.27%    1.27%     1.28%     1.28%    1.28%    1.30%    1.28%
Ratio of net investment                                                                                                    
     income to average                                                                                                     
     net assets..............     1.65%    1.75%     1.72%    2.01%     1.85%    1.72%     2.63%    2.49%    1.82%    1.86%
Portfolio turnover rate......    48.95%   64.09%    49.90%   70.97%    36.99%   59.57%   201.20%  178.95%   46.44%   59.64%
Number of accumulation                                                                                                     
     units outstanding at                                                                                                  
     end of year (expressed                                                                                                
     in thousands)...........     9,569    9,908    11,538   12,742    14,185   16,554    19,522   22,564   26,247   30,133
</TABLE>
 
                             FINANCIAL STATEMENTS
 
        Financial statements for the Fund and for the Company are in the
Statement of  Additional Information (SAI) for the Fund.  To obtain a copy of
the SAI, call  or  write to the source listed on page 1 of this Prospectus. 
 
                                  THE COMPANY

        The Lincoln National Life Insurance Company (the Company) is a stock
life insurance company organized in 1905 under the laws of the State of Indiana.
It is principally engaged in the sale of life insurance, annuities, and
reinsurance.  The Company is a wholly-owned subsidiary of Lincoln National
Corporation, a publicly-held insurance holding company.  The Home Office of the
Company (principal business address) is located at 1300 South Clinton Street,
Fort Wayne, Indiana.  The Company's Home Office mailing address is P.O. Box
2340, Fort Wayne, IN 46801.




                                       5

<PAGE>
                                   THE FUND

        On September 16, 1966 the Board of Directors of the Company established
a segregated investment account designated Lincoln National Variable Annuity
Fund A (the Fund or Variable) in accordance with certain provisions of
Indiana Insurance Law.  The Fund is an open-end, diversified management
investment company registered with the Securities and Exchange Commission (SEC)
under the Investment Company Act of 1940, as amended (the 1940 Act).

        The present Board of Managers for the Fund has been elected by the
Contract Owners (See Voting Rights, below.) A majority of these Members are
persons who also otherwise interested persons of the Company as the term
"interested persons" is defined in the 1940 Act. Members of the Board of
Managers are also Directors of the following: Lincoln National Aggressive
Growth Fund, Inc.; Lincoln National Bond Fund, Inc.; Lincoln National Capital
Appreciation Fund, Inc.; Lincoln National Equity-Income Fund, Inc.; Lincoln
National Global Asset Allocation Fund; Lincoln National Growth and Income Fund,
Inc.; Lincoln National International Fund, Inc.; Lincoln National Managed Fund,
Inc.; Lincoln National Money Market Fund, Inc.; Lincoln National Social
Awareness Fund, Inc.; and Lincoln National Special Opportunities Fund, Inc. All
of the foregoing are registered investment companies. The Board is responsible,
among other things, for authorizing investment programs for the Fund, in
accordance with the Fund's investment objectives and policies; for recommending
to Contract Owners any appropriate changes to those objectives and policies;
and for contracting for certain services necessary to the operation of the
Fund.

        The Indiana law under which the Fund was established provides it shall
not be chargeable with liabilities arising out of any other business which the
Company may conduct and which has no specific relation to or dependence upon
the Fund. Accordingly, the assets of the Fund will be held exclusively for the
benefit of Participants in, and persons entitled to payment under, variable
annuity contracts. Income, gains, and losses, whether or not realized, from
assets allocated to the Fund are, in accordance with the applicable variable
annuity contracts, credited to or charged against the Fund without regard to
other income, gains, or losses of the Company. The assets of the Fund may not
be charged with liabilities arising out of any other business of the Company.
The obligations arising under the variable annuity contracts are obligations of
the Company. The Fund is a "separate account" as that term is defined under the
federal securities laws.

        The Company, in addition to serving as Investment Adviser for the Fund
(See Investment Management, below), provides overall management of the Fund's
business affairs, subject to the authority of the Board of Managers.



                INVESTMENT OBJECTIVES AND POLICIES OF THE FUND

        All investment objectives and policies shown below (except Restrictions
9 through 11) are fundamental and may not be changed without approval of
Contract Owners casting a majority of the votes entitled to be cast (see Voting
Rights, below).

OBJECTIVES

     1.  The principal investment objective is the selection of investments for
the long-term growth of capital in relation to the changing value of
the dollar. Investments will be made with the objective of providing annuity
payments which may tend to reflect changes in the value of the dollar.  An
additional but secondary investment objective is the production of current
income.

     2.  Income and realized capital gains will be reinvested.

     3.  The Fund's assets will be kept fully invested except that (a)
sufficient cash will be kept on hand to meet variable annuity contract
payments and (b) reasonable amounts of cash or United States Government
securities may be held for limited periods pending investment in accordance
with investment policies.

     4.  The Fund's assets will usually be invested in a portfolio of equity
securities, mainly common stocks, diversified over industries and companies.
Changes in such diversification may be made from time to time to take into
account changes in the outlook for particular industries or companies. The
investments of the Fund will not, however, be concentrated in any one industry,
and no more than 25% of the Fund's assets will be invested in any one industry.
Such diversification does not eliminate the risks inherent in the making of
equity investments. The purchasing of common stocks may occur in rising or
declining markets.

        Further, when the Board of Managers determines that investments of
other types may be advantageous on the basis of combined considerations of
risk, income and appreciation, investments may be made in bonds, notes or other
evidences of indebtedness, issued publicly or placed privately, of a type
customarily purchased for investment by institutional investors including
United States Government securities. Such investments, if made, constitute a
defensive policy.  Such investments may, or may not, be convertible into stock
or be accompanied by stock purchase options or warrants for the purchase of
stock. Warrants are purely speculative in that they have no voting rights, pay
no dividends and have no rights with respect to the assets of the corporation
issuing them.  A warrant, basically, is an option to purchase a given security
within a specified period for a specified price.  The prices of warrants do not
necessarily move parallel to the price of the underlying securities.

                                      6

<PAGE>


RESTRICTIONS

        The investments of the Fund are subject to the provisions of the
Indiana Insurance Law concerning earnings records, preferred stock coverage,
self-dealing, real estate holdings and concentration.

        Loans will not be made, but the purchase of a portion of an issue of
bonds, debentures or other securities publicly distributed or privately placed
with financial institutions shall not be considered the making of a loan.

The Fund will not:

     1.  Invest more than 5% of the value of the Fund's assets in securities of
         any 1 issuer, except obligations of the United States Government  and
         instrumentalities thereof.

     2.  Acquire more than 10% of the voting securities of any 1 issuer.

     3.  Borrow money except for temporary or emergency purposes in an amount
         up to 5% of the value of the assets.

     4.  Underwrite securities of other issuers.

     5.  Purchase or sell real estate as a principal activity.  However, the 
         right is reserved to invest up to 10% of the value of the assets of 
         the Fund in real properties.

     6.  Purchase commodities or commodity contracts.

     7.  Make short sales of securities.

     8.  Make purchases on margin, except for such short-term credits as are
         necessary for the clearance of transactions.

     9.  Invest in the securities of a company for the purpose of exercising
         management or control.


    
    10.  Place emphasis upon obtaining short-term trading profits, but it may
engage in short-term transactions in the event that a change in
economic conditions or a rapid appreciation or depreciation of stock prices
occurs. The Fund's portfolio turnover rates were 48.95% for 1995, 64.09% for
1994, and 49.9% for 1993. The securities markets in general have
experienced volatility due to rapidly shifting economic trends.  This
volatility can  affect turnover.    

    11.  Plan to make investments in securities of other investment companies.
However, the right is reserved to make such investments up to a maximum
of 10% of the value of the assets of the Fund, provided that not more than 3%
of the total outstanding voting stock of any one investment company may be
held.

SPECIAL RISKS

        Investments, if made, in any securities of the type which are privately
placed with financial institutions and which cannot be sold to the public
without prior registration of such securities with the SEC, will be limited in
order that the total of such investments will not exceed 10% of the value of
the Fund's assets. Such securities are commonly referred to as "restricted
securities." Restricted securities may not be readily marketable and the Fund
may not be able to dispose of its holdings in these securities at reasonable
price levels if such securities are ever acquired. Furthermore, registration of
restricted securities under the Securities Act of 1933 may be necessary if the
Fund is to sell such securities publicly. Should a considerable period of time
elapse between the time that a decision is made to sell restricted securities
and the time when the Fund may be permitted to sell them publicly under an
effective registration statement, adverse market conditions could develop with
the result that the Fund might not be able to obtain as favorable a price as
that prevailing at the time the decision to sell was made.  During 1995 no
restricted securities were held.

                            CHARGES AND DEDUCTIONS

DEDUCTION FROM PURCHASE PAYMENTS--SALES AND ADMINISTRATIVE EXPENSES

        Under periodic payment contracts, a deduction of 4.25% for sales
expenses and 1% for administrative expenses is made from each purchase payment
when received. Under single payment contracts, which contemplate that lump sum
amounts under pension or retirement plans will be applied to the purchase of an
annuity, the deduction from each purchase payment made on behalf of a
Participant for sales and administrative expenses is 2% plus $50 for sales
expenses and $65 for administrative expenses.  In addition to periodic
payments, the Contract Owner may make single payments on behalf of
Participants.  The deduction from such a payment made for a Participant is 2%.

        Administrative expenses include salaries, rent, postage, telephone,
travel, legal, actuarial and accounting fees, office equipment, and stationery.
The administrative charge is designed to cover the expense of administering
these contracts, and the Company does not expect to realize a profit by virtue
of this charge.




                                      7

<PAGE>

        These services are provided under a Sales and Administrative Services
Agreement executed by the Company and the Fund.  The Agreement continues in
effect from year to year if approved at least annually by a majority of the
Board of Managers who are not interested persons of the Company or the Fund,
cast in person at a meeting called for the purpose of voting on such approval.

        With respect to the regular Group Variable Annuity Contract, should the
Company increase the combined sales and administrative expense charge, then,
for existing holders of periodic payment contracts, the Company promises not to
deduct more than 5.25% from any year's payment, as long as that payment is no
more than twice the original year's payment.  The excess will be charged at the
higher rate.  With respect to the Group Variable Annuity Deposit Administration
Contract, should the Company increase the combined sales and administrative
expense charge, then, for existing holders of periodic payment contracts, the
Company promises not to deduct more than 5.25% from any of the payments made in
the first 14 contract years immediately following the first contract year, as
long as the payment in any of those 14 years is no more than twice the original
payment.  The excess will be charged at the higher rate. For both types of
contracts, the deduction for sales and administrative expenses may be decreased
by the application of experience rating credits.

        Deductions for sales and administrative expenses made from purchase
payments applied to purchase fixed-dollar accumulation units are the same as
those made from payments applied to the Separate Account.

        Over the actuarial life of the contracts issued by the Fund, the
aggregate sales load is expected to exceed the aggregate distribution expenses
associated with those contracts.  To the extent that sales load does not exceed
distribution expenses during the first year of those contracts, the Company
pays those expenses out of its general assets.  Aggregate sales load in years
after the first exceeds aggregate distribution expenses in those years.

       For sales and administrative expenses, the Fund paid $12,796 in 1995,
$14,573 in 1994, and $18,663 in 1993.    

REDUCED CHARGES

No sales or administrative expense charge is deducted from:

     1.  Amounts transferred between the fixed and the separate account
portions of contracts offered by this prospectus, if such transfers are
permitted by the underwriting practices of the Company.

     2.  Purchase payments under contracts offered by this prospectus to (a)
Members of the Board of Managers and officers of the Fund, (b)
directors, officers and full-time employees of the Company, if they spend more
than 50% of their working time either (1) rendering investment advisory
services to the Fund or supervising persons who spend more than 50% of their
working time rendering such services, or acting in a position necessary for
such persons to render such services, or (2) selling or offering for sale
contracts of the Fund or supervising persons who spend more than 50% of their
working time selling or offering such contracts for sale, or acting in a
position necessary for such persons to sell or offer such contracts for sale,
and (c) sales representatives of the Company, or to any trust, pension,
profit-sharing, or other benefit plan for such persons, provided that each of
the foregoing persons has acted as above described for not less than 90 days,
and provided further that such sales are made with the written assurances of
the purchaser that the purchase is made for investment purposes and that the
contracts will not be resold except through redemption; and/or

     3.  Payments under contracts offered by this prospectus to the owners of or
beneficiaries under life insurance, endowment, or annuity contracts issued by
the Company in cases where and to the extent that proceeds payable under such
policies are applied to the purchase of contracts offered by this prospectus.

EXPERIENCE RATING CREDIT

        The variable annuity contracts are non-participating and do not share
in the surplus of the Company; however, each variable annuity contract provides
for experience rating.  The experience credit will be determined annually on
the basis of allocated costs compared with the amounts deducted for sales and
administrative expenses.  If such costs exceed the amount deducted, no
additional deduction will be made from the Participant's individual account.
If, however, the amount deducted for such expenses exceeds allocated costs, the
Company, in its discretion, may allocate all, a portion on none of such excess
as an experience rating credit.

        Credits will be applied without deduction of any amounts for sales or
administrative expenses.  Application of the credit will be made in 1 of 2
ways, as considered appropriate by the Company: (a) by a reduction in the
amount deducted from subsequent purchase payments for sales and administrative
expenses, or (b) by the crediting of a number of additional accumulation units
or annuity units, as applicable, equal in value to the amount of the credit
less any applicable premium taxes.

        During 1995, there were no experience rating credits paid. In years in
which experience rating credits are granted, the granting of those credits in
no way obligates the Company to grant such credits in ensuing years, as the
Company retains sole discretion with respect to payment of experience rating
credits.




                                      8

<PAGE>

DEDUCTION FROM PURCHASE PAYMENTS--MINIMUM DEATH BENEFIT

        An additional deduction of .75% is made from each purchase payment for
the minimum death benefit, if such coverage has been elected.  The Company
anticipates that the sale of this death benefit will generate profits for it.
(See Accumulation Period, below.)

DEDUCTION FROM PURCHASE PAYMENTS--PREMIUM TAXES

        Any applicable premium taxes are deducted from purchase payments in
accordance with local law.  Premium tax deductions are held in the General
Account of the Company until paid to the appropriate state on a quarterly or
annual basis.  The balance of the payment less all deductions is placed in the
Fund and credited to the Participant's individual account.  The tax ranges from
 .5% (.005) to 5.0% (.05) of purchase payments.

DEDUCTION FROM AVERAGE DAILY VALUE OF THE FUND--ANNUITY RATE AND EXPENSE
PROMISES

        Although variable annuity payments will vary in accordance with the
investment performance of the Fund, they will not be affected by adverse
mortality experience or by an increase in the Company's expenses to an amount
in excess of expense deductions provided for in the variable annuity contract. 
The Company assumes the risk that Annuitants as a class may live longer than
expected and that expenses may be higher than the deductions for such expenses.
In either case, the loss will fall on the Company.  Conversely, if such
reserves and deductions prove more than sufficient, the excess will be a profit
to the Company.

        In return for the assumption of these risks, deductions aggregating
1.002% annually of the average daily value of the Fund are made consisting of
 .9% for annuity rates and .102% for expenses.

        By the terms of the variable annuity contracts, all periodic deductions
and annuity rates are subject to certain modifications by the Company (See The
Variable Annuity Contracts, below.)  However, in the case of deductions for
investment advisory services, such deductions may only be modified by a
majority vote of Contract Owners.

DEDUCTION FROM AVERAGE DAILY VALUE OF THE FUND--INVESTMENT ADVISORY FEES

       For providing investment advisory services to the Fund, the Company
makes deductions aggregating .323% annually of the average daily value of the
Fund. (See Investment Management, below.)  The Fund paid investment advisory
fees of $288,545 for 1995, $272,740 for 1994, and $290,422 for 1993.    

                            INVESTMENT MANAGEMENT

        The Company has been registered under the Investment Advisers Act of
1940 since 1967, and it serves as investment adviser of the Fund.  (See The
Company, above, for a description of the Company; and Management, in the SAI,
for affiliated persons.)  Investment management services are provided under an
Investment Management Services Agreement executed by the Company and the Board
of Managers. The Agreement continues in effect from year to year if approved at
least annually by a majority of the Board of Managers, who are not interested
persons of the Company or the Fund, cast in person at a meeting called for the
purpose of voting on such approval, and by either (a) the Board of Managers, or
(b) a majority vote of all Contract Owners.

        The Agreement may be terminated at any time without penalty on 60 days'
written notice to the Company by the Board of Managers or by a majority vote of
all Contract Owners.  The Company may not terminate the Agreement without the
prior approval of a new investment advisory agreement by a majority vote of all
Contract Owners.  In the event of assignment, the Agreement will terminate.

        In performing investment management services, the Company continuously
provides the Board of Managers with an investment program for its
consideration.  Upon approval of such an investment program by the Board of
Managers, the Company executes the program by placing orders for the purchase
or sale of the assets of the Fund.

        A "sub-advisory agreement" is in force between the Company and Vantage
Global Advisors, Inc. ("Vantage"), a Delaware corporation.  Under it, Vantage
may perform some, or substantially all, of the investment advisory services
required by the Fund.  However, the Company remains primarily responsible for
investment decisions affecting the Fund, and no additional compensation from
the assets of the Fund is assessed as a result of that agreement.

                        THE VARIABLE ANNUITY CONTRACTS

ANNUITY PROMISE

        The variable annuity contract includes the Company's promise that
variable payments will be made for the lifetime of the Annuitant (commencing on
the selected annuity date) based upon mortality assumptions contained in the
contract and annuity option selected, regardless of the actual mortality
experience among the Annuitants.  That is, while annuity payments are based on
life expectancies, Annuitants will nevertheless continue to receive annuity
payments if they live longer than expected.  Annuity payments will not be
affected by an increase in the Company's expenses.



                                      9

<PAGE>

PURCHASE OF CONTRACTS

Two types of Group Variable Annuity Contracts are covered by this prospectus:

        1.  Under the regular Group Variable Annuity Contract, payments are
allocated to the accounts of individual Participants.  Each Participant under
the regular Group Variable Annuity Contract receives a certificate which
summarizes the provisions of the group contract and evidences participation.

        2.  The Group Variable Annuity Deposit Administration Contract is
designed for use with defined benefit pension plans and defined benefit H.R.-10
plans.

        In each case, the group contract is issued to the Contract Owner.  The
payments are added to a single account for the contract.

        Persons wishing to become Participants under a group contract must
complete application forms to be forwarded to the Home Office of the Company
for its acceptance.  Upon acceptance, certificates are prepared and forwarded
to the Participant.


        An initial purchase payment will be priced not later than two business
days after receipt of an order to purchase, if the application and all
information necessary for processing the purchase order are complete upon
receipt.  The Company may retain the purchase payment for up to five business
days while attempting to complete an incomplete application.  If the
application cannot be made complete within five days, the applicant will be
informed of the reasons for the delay and the purchase payment will be returned
immediately unless the applicant specifically consents to the Company retaining
the purchase payment until the application is made complete.  Thereafter, this
initial purchase payment must be priced within two business days.

        Certain significant provisions of the contracts are discussed in the
following sections.

MODIFICATION OF CONTRACT

        The variable annuity contract cannot be modified by the Company except
with approval of the Contract Owner (which is the employer or a trustee in the
case of group variable annuity contracts) until it has been in force for at
least 3 years.  Further, no modifications can affect retired Participants in
any manner without their written consent, unless such modification is deemed by
the Company to be necessary to give the Contract Owner or Participants the
benefit of federal or state statutes or Treasury Department rules or
regulations. Moreover, under the regular Group Variable Annuity Contract, the
annuity rate promise, expense promise, and the deductions applicable at the
time of a Participant's entry into the plan will continue to apply for all
purchase payments made on his or her behalf, up to a maximum payment in any
year equal to 200% of the amount paid in the first year of participation.  The
portion of the purchase payments in excess of such maximum will receive the
benefit of the promises applicable to new entrants into the plan in the year
such excess is first received by the Company, and these promises will continue
to apply if the increased payment is continuously made.

        Under the Group Variable Annuity Deposit Administration Contract, the
annuity rate promise, expense promise and the deductions applicable at issue
will continue to apply for all payments made during the first 15 contract years
up to a maximum payment in any year equal to 200% of the amount paid in the
first contract year.  The portion of the purchase payments in excess of such
maximum will receive the benefit of the promises applicable to new contracts in
the year such excess is first received by the Company and these promises will
continue to apply if the increased payment is continuously made during the
first 15 contract years.  The Company has not found it necessary in the past to
change the annuity rate promise, expense promise, or the deductions applicable
at the time of a Participant's entry into the plan.

        Notwithstanding the above, the Company reserves the right to
unilaterally modify this variable annuity contract to comply with federal and
state laws.

ASSIGNMENT

        Unless contrary to applicable law, assignment of variable annuity
contracts or participants individual accounts thereunder is prohibited.

PURCHASE LIMITS

        Normally, under a periodic payment contract, the minimum amount of any
scheduled purchase payment is $25 per Participant and the scheduled purchase
payments must total at least $600 per year per Participant.  Normally, under a
single payment contract, the minimum payment is $5,000 for any one Participant.

REINVESTMENT PRIVILEGE

        The Contract Owner or a Participant may elect to make a reinvestment
purchase with any part of the proceeds of a total or partial liquidation of the
contract without any deductions by the Company.  Such election must be made
within 30 days of the date of such liquidation and the purchase must be of a
contract covered by this prospectus.  A representation must be made that the
proceeds being used to make the purchase have retained their tax favored status
under an arrangement for which the contracts offered by this prospectus are
designed (see Synopsis, above).  The number of Accumulation Units which will be
credited upon reinvesting the funds will be based on the value of the
Accumulation Unit(s) the next time such value is computed following receipt of
the proceeds and request for reinvestment at the Company's Home office.  This
reinvestment privilege may be utilized only once with respect to any Contract
Owner or Participant.  For tax reporting purposes, a liquidation and subsequent
reinvestment purchase will be treated by the Company as separate transactions. 
Prior to a liquidation or subsequent reinvestment purchase, a tax adviser
should be consulted by the Contract Owner or Participant.




                                      10

<PAGE>

GENERAL RISK FACTORS

        Variable annuities are designed to provide Participants with payments
which will tend to reflect changes in the cost of living.  The Company seeks to
accomplish this objective by providing a medium for investment in equity
securities accompanied by annuity promises.  There is no assurance that this
objective will be attained.

        Historically, the value of a diversified portfolio of common stocks
held for an extended period of time has tended to rise during periods of
inflation.  There has, however, been no exact correlation, and for some periods
the prices of securities have declined while the cost of living was rising.

        The value of the investments held in the Fund fluctuates daily and is
subject to the risks of changing economic conditions as well as the risks
inherent in the ability of management to anticipate changes in such investments
necessary to meet changes in economic conditions.

        There is no assurance that the value of a Participant's individual
account during the years prior to retirement or that the aggregate amount of
the variable annuity payments received during the years following the
commencement of annuity payments will equal or exceed the payments made on
behalf of a Participant.  Neither is there assurance that the value of an
unallocated fund's contract will equal or exceed the payments made to this
account.  The policy of investment in common stocks may be maintained in both
rising and declining markets.

CONTRACT OWNER INQUIRIES

        The obligations to purchasers under the Variable Annuity Contracts are
those of the Company.  Inquiries from Contract Owners should be directed to the
Company at 1-800-348-1212.


                             ACCUMULATION PERIOD

ACCUMULATION UNITS

        Under the regular Group Variable Annuity Contract, the purchase
payments made with respect to a Participant, less deductions, are credited to
the account of the Participant in the form of Accumulation Units.  Under the
Group Variable Annuity Deposit Administration Contract, net payments are
credited to the account of the Contract Owner.  The number of Accumulation
Units credited to an account is determined by dividing the net purchase payment
by the value of an Accumulation Unit when the net purchase payment is received,
if received prior to the close of trading on the New York Stock Exchange and by
the value computed on the next trading day, if received thereafter.  (See Fund
Valuation Procedure, below.)  Crediting of Accumulation Units may be delayed on
payments received which cannot be identified or allocated to a specific
Participant's Individual account.

        The number of Accumulation Units so determined shall not be changed by
any subsequent change in the value of an Accumulation Unit, but the dollar
value of an Accumulation Unit will vary in amount depending upon the investment
experience of the Fund.

VALUE OF PARTICIPANT'S ACCOUNT

        The value of a Participant's individual account at any time prior to
the commencement of annuity payments or the value of a Contract Owner's account
can be computed by multiplying the total number of Accumulation Units by the
current Accumulation Unit value.  The Participant bears the investment risk,
that is, the risk that market values may decline.  There is no assurance that
the value of the Participant's individual account will equal or exceed the
payments made on his or her behalf.  Each Participant is advised annually of
the number of Accumulation Units credited to his or her account, the current
Accumulation Unit value, and the total value of the account.

DEATH BENEFIT BEFORE RETIREMENT

        If the Annuitant dies prior to the commencement of benefit payments,
death proceeds payable will be the value of the person's account determined as
of the valuation date coincident with or next following the date written notice
of death is received by the Company.

        If minimum death benefit coverage has been elected, the variable
annuity contract will contain a promise that in the event of the death of the
Participant prior to the commencement of benefit payments, death proceeds
payable will be the greater of (a) the value of the Participant's account
determined as of the valuation next following receipt of written notice of
death by the Company or (b) in the event of such death prior to the
Participant's 65th birthday, 100% of the total purchase payments made on behalf
of the Participant minus a proportionate reduction for any partial withdrawals
of the value of the Participant's account.  Payment of death proceeds will be
made within 7 days of receipt of such notice.


DEATH OF CONTRACT OWNER

        If the owner of a non-qualified contract dies before annuity payments
have begun, then in accordance with the provisions of Section 72(s) of the
Code, the Cash Surrender Value (proceeds) of the Contract will be paid as
follows: (i) Upon the death of a non-annuitant owner, the proceeds shall be
paid to any surviving joint or contingent owner(s); (ii) If no joint or
contingent owner has been named, then the proceeds shall be paid to the
annuitant named in the contract.

        If the decedent owner or joint owner is also the annuitant, then the
death will be treated as death of the annuitant subject to the provisions of
this Contract regarding death of annuitant.  If the recipient of the proceeds
is the surviving spouse of the Contract Owner, the Contract may be continued in
the name of the spouse as owner.



                                      11

<PAGE>

In accordance with Section 72(s), any distribution must be paid within 5 years
of the death of the owner unless the beneficiary begins receiving, within one
year of the Contract Owner's death, the distribution in the form of a life
annuity or an annuity for a period certain not exceeding the beneficiary's life
expectancy.

JOINT/CONTINGENT OWNERSHIP

        If a joint owner is named in the application, such joint owners shall
be treated as having equal undivided interests in the Contract.  Either owner,
independent of the other, may exercise any ownership rights in this Contract. 
A contingent owner cannot exercise any ownership rights in this Contract while
the contract owner is alive.

SURRENDER OF CONTRACT

        The Contract Owner, if the plan so provides, has the right to surrender
in whole or in part at any time prior to the commencement of the annuity
period.  The Contract Owner must submit a written request for surrender to the
Company's Home Office.  The Contract Owner will receive the value of that
portion of the account surrendered computed as of the valuation time coincident
with or next following the date of surrender, and payment will be made within 7
days after the date of surrender.  (For federal income tax consequences of a
surrender for cash, see Federal Tax Status, below and in the SAI.)  [Note:
however, special restrictions on surrenders and withdrawals now apply if your
Contract was purchased as part of a retirement plan of a public school system
or tax-exempt institution under Section 403(b) of the Code.  Section 403(b)
prohibits the withdrawal of post-1988 contributions pursuant to a salary
reduction agreement (within the meaning of Section 402(g)(3)(C) of the Code),
and earnings thereon, from a 403(b) contract except in the event the
participant: 1) attains age 59 1/2; 2) separates from service; 3) dies; 4)
becomes totally and permanently disabled; or 5) experiences financial hardship
(in which event the income attributable to such contributions may not be
withdrawn).  Pre-1989 contributions and earnings through December 31, 1988, are
not subject to the above restrictions.

        Payment of any termination value may be postponed (a) when the New York
Stock Exchange is closed other than customary weekend and holiday closing or
during which trading on the New York Stock Exchange is restricted; (b) for any
period during which an emergency exists as a result of which (1) disposal of
securities in the Fund is not reasonably practicable or (2) it is not
reasonably practicable to determine the value of the Fund's net assets or (c)
for such other periods as the SEC may by order permit for the protection of
the Participants.

        For contracts issued in connection with qualified employee pension and
profit-sharing trust and qualified annuity plans including H.R.-10 trusts of
plans covering self-employed individuals and their employees and certain tax
deferred annuity plans, termination options will be as stated in the trust or
plan, and the terms of the trust or plan applicable to the Participant should
be consulted for limitations on early surrender or payment.  (See Federal Tax
Status, below and in the SAI.)

        For all other contracts, upon termination of payments on the
Participant's behalf and prior to the commencement of annuity payments, a
Participant will have the following options:

        1.  A Participant may have his or her individual account applied to
provide fixed or variable annuity payments or a combination thereof commencing
immediately under the selected annuity option.  (See Annuity Period, below.)

        2.  A Participant may surrender the whole or any portion of his or her
individual account by submission of a written request for surrender and the
certificate to the Company's Home Office, and receive the value of the account
computed as of the valuation time coincident with or next following the date of
surrender.  Payment will be made within 7 days after the date of surrender.  If
the payment of a surrender value results in reduction of the Company's state
premium tax liability, the amount payable will include the lesser of (a) the
amount by which the Company's premium tax liability is reduced or (b) the
amount previously deducted from purchase payments for premium taxes on the
contract being surrendered.

        3.  The Participant may leave his or her individual account in force
under the group contract and the account will continue to participate in the
investment results of the Fund.  When the originally selected retirement date
arrives, the Participant will begin to receive annuity payments under the
selected option. (See Annuity Period, below.)  At any time in the interim, the
Participant can surrender his or her individual account in accordance with (2.)
above.

        If the Participant becomes an employee of another employer or a member
of an association which has a similar variable annuity contract in force with
the Company, the Participant may transfer his or her individual account to the
other contract.

        A Participant may also purchase an individual variable annuity contract
of the type then being issued by the Company, if any, upon making such payments
as may then be required.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM


        Title 8, Section 830.105 of the Texas Government Code, consistent with
prior interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interest in a variable annuity contract issued under the ORP only upon: (1)
termination of employment in all institutions as defined in Texas law, (2)
retirement, or (3) death.  Accordingly, a participant in the ORP will be
required to obtain a certificate of termination from his/her employer before
he/she can redeem his/her account.



                                      12

<PAGE>
                                      
                                ANNUITY PERIOD

ASSUMED INVESTMENT RATE (AIR)

        Variable annuity contracts providing for deferred annuities contain a
table of annuity rates based on an AIR of 3.5% per year.  The Company will
permit the Contract Owner to select an AIR permitted by state law or
regulations as follows: 3.5%, 4.5%, 5% or 6%.  These AIRs are used merely to
determine the first monthly payment for each $1,000 of value.  It should not be
inferred that such rates will bear any relationship to the actual net
investment experience of the Fund.

        The choice of the AIR affects the pattern of annuity payments.  A
higher AIR will produce a higher initial payment but a more slowly rising
series of subsequent payments (or a more rapidly falling series of subsequent
payments) than a lower AIR.

        The objective of a variable annuity contract is to provide level
payments during periods when the economy is relatively stable and to reflect as
increased payments only the excess investment results flowing from inflation or
an increase in productivity.  The achievement of this objective will depend in
part upon the validity of the assumption that the net investment rate of the
Fund equals the AIR during periods of stable prices.  Subsequent payments will
be smaller than, equal to or greater than the first payment depending upon
whether the actual net investment rate is smaller than, equal to or greater
than the AIR.

        The following table shows the Annuity Unit values at each year end for
the different AIRs:



<TABLE>
<CAPTION>

                             Annuity Unit Values
                           Assumed Investment Rate
            December 31     3.5%      4.5%       5%        6%
            -----------    -----     -----     -----     -----
              <S>         <C>       <C>       <C>        <C>
               1986        1.775     1.473     1.343     1.117
               1987        1.834     1.508     1.368     1.127
               1988        1.946     1.584     1.431     1.168
               1989        2.300     1.855     1.667     1.348
               1990        2.175     1.739     1.556     1.247
               1991        2.565     2.031     1.809     1.436
               1992        2.705     2.120     1.878     1.476
               1993        2.870     2.227     1.964     1.529
               1994        2.805     2.156     1.892     1.459
               1995        3.718     2.830     2.472     1.888
</TABLE>

RETIREMENT DATE; FORM OF ANNUITY

        A Participant or Contract Owner in accordance with the plan, selects a
retirement date not later than age 75 and an annuity option--either of which
may be changed at any time prior to 30 days before the date upon which annuity
payments are to commence--except that contracts issued under plans qualified
under Section 401(a) pursuant to qualified annuity plans under Section 403(a)
of the Code, including H.R.-10 plans, or plans pursuant to Section 408, provide
for annuity payments to commence at the date and under the option specified
under the plan.  The contract provides 4 optional annuity forms described
below, each of which may be selected on either a fixed annuity or variable
annuity basis, or a combination thereof. The allocation between fixed and
variable may be changed at any time prior to 30 days before the date on which
payments are to commence. Amounts applied to the purchase of a fixed-dollar
annuity will not participate in the investment experience of the Fund.  If an
election has not been made otherwise, the option with 120 monthly payments
guaranteed will be effective, except in those cases in which a joint and
survivor annuity payout is required by law.

        In such instance, the accumulated amount in the Fund will be applied to
provide variable annuity payments under such option and any amount accumulated
for a fixed annuity will be applied to provide fixed annuity payments under
such option.  In such cases, the minimum first monthly payment required on the
new basis is $25, or $25 on each basis if a combination of fixed and variable
payments is elected.  If at any time the payments are or become less than $25,
the Company has the right to change the frequency of payment to intervals that
will result in payments of at least $25.

        While the contracts contain no provision under which an Annuitant or a
beneficiary may surrender his or her contract (see Accumulation Period, above)
and receive a lump-sum settlement in lieu thereof once annuity payments have
commenced, the Company has undertaken to honor any request for a surrender of
the remaining value of a contract in any case in which annuity payments are
being made under a form of annuity not involving life contingencies.  This
applies to Option 2 when annuity payments are being continued during the
remainder of the guaranteed period to the beneficiary designated by the
Participant.

OPTIONAL ANNUITY FORMS

OPTION 1--LIFE ANNUITY

        An annuity payable monthly during the lifetime of the Annuitant and
terminating with the last monthly payment preceding the death of the Annuitant. 
This option offers the maximum level of monthly payments since there is no
guarantee of a minimum number of payments or provision for a death benefit for
beneficiaries. It would be possible under this option for the Annuitant to
receive no annuity payment if he or she died prior to the due date of the first
annuity payment, one annuity payment if the Annuitant died before the second
annuity payment date, etc.


                                      13

<PAGE>
OPTION 2--LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS GUARANTEED

        An annuity payable monthly during the lifetime of the Annuitant with
the guarantee that if, at the death of the Annuitant, payments have been made
for less than 120, 180 or 240 months as elected, annuity payments will be
continued during the remainder of such period to the beneficiary designated by
the Participant.  If the beneficiary dies while receiving annuity payments, the
present value of the current dollar amount of the remaining guaranteed number
of annuity payments, computed on the basis of the AIR, shall be paid in one sum
to the estate of the beneficiary.

OPTION 3--UNIT REFUND LIFE ANNUITY

        An annuity payable monthly during the lifetime of the Annuitant with
the guarantee that upon death a payment will be made of the value of the number
of Annuity Units equal to the excess, if any, of (a) the total amount applied
under this option divided by the Annuity Unit Value for the date annuity
payments commence over (b) the Annuity Units represented by each payment to the
Annuitant multiplied by the number of payments paid prior to death.  The value
of the number of Annuity Units is computed on the date the Home Office receives
written notice of the annuitant's death, provided that if notice is not
received prior to the close of trading at the New York Stock Exchange on such
date computation shall be made on the first trading date thereafter.

        For example, assume that $10,000 is applied under this option.  Further
assume that the Annuity Unit value for the annuity commencement date is $2 and  
the first monthly payment due the Annuitant is $61.  This means that the
Annuitant has 5,000 Annuity Units credited to his or her account ($10,000
divided by $2 per unit) as of the annuity commencement date and that each
monthly payment received by the Annuitant will be equal to the monetary value,
at the time paid, of 30.5 units ($61 first monthly payment divided by $2 per
unit).  Assume the Annuitant receives 10 monthly payments and then dies.  Prior
to death, the Annuitant was paid the value of 305 units (30.5 per month x 10
months).  The beneficiary is entitled to the value in one sum of 4,695 Annuity
Units (5,000 units initially less 305 units already valued and paid).  If the
value of an Annuity Unit is $2.05 on the relevant valuation date, the cash
payment to the beneficiary will be $9,624.75 (4,694 remaining units x unit
value of $2.05).

OPTION 4--JOINT AND SURVIVOR ANNUITY

        An annuity payable monthly during the joint lifetime of the Annuitant
and a designated second person, and thereafter during the remaining lifetime of
the survivor.

        Other annuity options may be provided if agreed upon by the Company and
the Contract Owner.  If any such option involves the deferral of annuity
payments, the Annuitant shall have the right to surrender his contract at any
time during the period of deferral.  The mortality and expense risk charge and
the charge for administrative services will be assessed on all annuity options,
including those that do not have a life contingency and thus no mortality risk.

FIRST MONTHLY ANNUITY PAYMENT

        Under the regular Group Variable Annuity Contract, when annuity
payments are to commence, the value of the Participant's individual account is
determined as the product of the value of an Accumulation Unit on the 14th day
prior to the date the first annuity payment is due and the number of
Accumulation Units credited to the Participant's account as of the date annuity
payments commence.

        The contract contains tables indicating the dollar amount of the first
monthly payment under each optional form of annuity for each $1,000 of value
applied. The first monthly payment varies according to the form of annuity
selected (see the descriptions above) and the adjusted age of the Annuitant.

        The contract contains a formula for determining the adjusted age, and
the tables are determined from the Progressive Annuity Table assuming births in
the year 1900 and an AIR of 3.5% per year.  The total first monthly annuity
payment is determined by multiplying the value of the Participant's individual
account (less any applicable premium taxes not previously deducted) by the
amount of the first monthly payment per $1,000 of value from the tables in the
contract.

        If a greater first monthly payment would result, the Company will
compute the first monthly payment using an annuity rate based on the same
mortality table as is used in determining such payments under group variable
annuity contracts then being issued for a similar class of Annuitant.

        Under the Group Variable Annuity Deposit Administration Contract, upon
written notice by the Contract Owner that annuity payments are to commence, the
Company shall determine as of the 14th day prior to the date the first annuity
payment is due, the amount necessary to provide the annuity specified in the
Plan. This amount is determined by dividing the annuity specified in the Plan
by the amount of the first monthly payment per $1,000 of value from the tables
in the contract and adding any applicable premium taxes not previously
deducted.  The number of Accumulation Units to be removed from the Contract
Owner's unallocated account and used to purchase an annuity and pay any
applicable premium tax is determined by dividing the amount determined as
described in the preceding sentence by the Accumulation Unit value for the 14th
day prior to the date the first annuity payment is due.  If the annuity
specified in the plan can be obtained at a lower cost to the Contract Owner by
using the same mortality table as is used in determining payments under group
variable annuity contracts then being issued by the Company for a similar class
of Annuitants, it will be done.

                                      14

<PAGE>

SUBSEQUENT MONTHLY ANNUITY PAYMENTS

        The amount of the first monthly annuity payment is divided by the value
of an Annuity Unit for the valuation period in which the payment is due to
determine the number of Annuity Units represented by the first payment.  This
number of Annuity Units remains fixed during the annuity period, and in each
subsequent month, the dollar amount of the annuity payment is determined by
multiplying this fixed number of Annuity Units by the then value of an Annuity
Unit.

                           FUND VALUATION PROCEDURE

VALUATION DATE

        A valuation date is any date on which the New York Stock Exchange is
open for trading.  On any date other than a valuation date, the Accumulation
Unit value or the Annuity Unit value will be the same as that on the next
following valuation date.

VALUATION PERIOD

        A valuation period is that period of time from the beginning of the day
following a valuation date to the end of the next following valuation date.

ACCUMULATION UNIT VALUE

        The value of an Accumulation Unit was set at $1 effective March 1,
1967. The value of an Accumulation Unit on the last day of any subsequent
valuation period is determined by multiplying such value on the last day of the
prior valuation period by the net investment factor for the current valuation
period. Accumulation Units will be valued daily, as of the close of trading on
the New York Stock Exchange.

ANNUITY UNIT VALUE

        The value of an Annuity Unit for the valuation period ending March 1,
1967 was established at $1.  The value of the Annuity Unit for any subsequent
valuation period is determined by multiplying the value for the immediately
preceding valuation period by the product of (a) the net investment factor for
the valuation period containing the 14th day prior to the last day of the
current valuation period and (b) a factor to neutralize the AIR built into the
annuity tables contained in the contract which is not applicable as actual net
investment income is credited instead.

        The value of an Annuity Unit on any date upon which the New York Stock
Exchange is closed is its value on the next succeeding valuation date.  The net
investment factor for the 14th day prior to the current valuation date is used
in calculating the value of an Annuity Unit in order to permit calculation of
amounts of annuity payments and mailing of checks in advance of their due
dates. Such checks will normally be issued and mailed at least 3 days before
the due date.

NET INVESTMENT FACTOR

        The net investment rate for any valuation period is equal to the gross
investment rate expressed in decimal form to 8 places less a deduction of the
product of .00363% (1.325% on an annual basis; deduction for providing
investment management, annuity rate promises and expense promises) and the
number of days in the valuation period.

        The gross investment rate is the quotient of 2 factors, "a" and "b." 
"a" is equal to investment income for the valuation period, plus capital gains,
minus capital losses and taxes (see Federal Tax Status, below and in the SAI.) 
"b" is equal to the value of the Fund at the beginning of the valuation period. 
"a" is divided by "b" to yield the gross investment rate.  The gross investment
rate may be positive or negative.

        The net investment factor for the Fund is 1.0 plus the net investment
rate for the period.  (See Purchase and Pricing of Securities Being Offered, in
the SAI, for an illustration of the method of calculation of Accumulation Unit
value and Annuity Unit value.)

VALUING THE FUND'S ASSETS

        In determining the value of the assets of the Fund, each security
traded on a national securities exchange is valued at the last reported sale
price on the valuation date.  If there has been no sale on such day, then the
value of such security is taken to be the average of the reported bid and asked
prices at the time as of which the value is being ascertained.

        Any security not traded on a securities exchange but traded in the
over-the-counter market is valued at the average of the quoted bid and asked
prices on the valuation date.  Securities, including restricted securities, if
any, or other assets for which market quotations are not readily available are
valued at fair value as determined in good faith by the Board of Managers.



                                      15

<PAGE>
                              FEDERAL TAX STATUS

        The following is a general discussion of the federal income tax rules
applicable with respect to the Contracts as of the date of the Prospectus. 
Further information is provided in the Statement of Additional Information
(SAI). NEITHER THESE DISCUSSIONS NOR THOSE IN THE SAI ARE INTENDED AS TAX
ADVICE. This section does not discuss the federal tax consequences resulting
from every possible situation, nor does it discuss any applicable state, local
or foreign tax laws.  Prior to the purchase of a Contract, a prospective
purchaser should consult a competent tax adviser.

GENERAL

        The operations of the Fund form a part of, and are taxed with, the
operations of the Company under the Internal Revenue Code of 1986, as amended
(the "Code"). Under existing federal income tax law, the Company does not
anticipate that it will incur any federal income tax liability attributable to
the Fund, and therefore the Company does not intend to make provision for any
such taxes. However, if the Company determines that it may be taxed on income
or gains attributable to the Fund or certain types of Contracts, then the
Company may impose a charge against the Fund (with respect to some or all
Contracts) in order to provide for payment of such taxes.

QUALIFIED CONTRACTS

        The Contracts may be purchased in connection with the following types
of tax-favored retirement plans: (1) annuity contracts purchased for employees
by public school systems and Section 501(c)(3) organizations, qualified under
Section 403(b) of the Code; (2) pension and profit-sharing plans of self-
employed individuals ("H.R.10" or "Keogh" plans) or corporations, qualified
under Section 401(a) or 403(a) of the Code; (3) individual retirement
annuities, qualified under Section 408 of the Code; (4) deferred compensation
plans of state or local governments and tax-exempt organizations, qualified
under Section 457 of the Code; and (5) simplified employee pension plans,
qualified under Section 408(k) of the Code.  Participants under such plans, as
well as Contract Owners, annuitants and beneficiaries, should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms, conditions and limitations of the plans themselves, regardless of the
terms and conditions of the Contracts.  Purchasers of Contracts for use with any
qualified plan, as well as plan participants and beneficiaries, should consult
counsel and other competent advisers as to the suitability of the Contracts to
their specific needs, and as to applicable Code limitations and tax
consequences.

        The tax rules applicable to these plans, including restrictions on
contributions and benefits, taxation of distributions, and any tax penalties,
vary according to the type of the plan and its terms and conditions. Generally,
in the case of a distribution under a Contract purchased in connection with
these plans (other than plans qualified under Section 457 of the Code), the
amount received is taxable only to the extent it exceeds the "investment in the
contract."  The "investment in the contract" equals the portion of plan
contributions invested in the Contract that was not excluded from the
individual's gross income, and may be zero.  Special favorable tax treatment
may be available for lump sum distributions, and partial or total distributions
that are "rolled over" to other retirement programs within 60 days of receipt.
Adverse tax consequences may result from excess contributions, distributions
prior to age 59 1/2 (subject to certain exceptions), distributions that
commence later than dates specified by the Code, distributions in excess of a
specified annual amount, and in certain other circumstances.

MULTIPLE CONTRACTS

        All non-qualified contracts entered into after October 21, 1988, and
issued by the same insurance company (or its affiliates) to the same contract
owner during any calendar year will be treated as a single contract, for tax
purposes.

WITHHOLDING

        Pension and annuity distributions generally are subject to withholding
for the recipient's federal income tax liability at rates that vary according
to the type of distribution and the recipient's tax status.  Recipients,
however, may be provided the opportunity to elect not to have tax withheld from
distributions.  Distributions from Section 457 plans are subject to the general
wage withholding rules.  Under the Unemployment Compensation Amendments of 1992
("UCA"), twenty percent (20%) income tax withholding may apply to "eligible
rollover distributions."  All taxable distributions from qualified plans and 
Section 403(b) annuities are "eligible rollover distributions," except (1) 
annuities paid out over life or life expectancy, (2) installments paid for a 
period spanning ten years or more, and (3) required minimum distributions.  The
UCA imposes a mandatory twenty percent (20%) income tax withholding on any 
eligible rollover distribution that the holder does not elect to have paid in a
direct rollover to another qualified plan, Section 403(b) annuity, or individual
retirement account.

                                VOTING RIGHTS

        When a meeting is to be held, the Rules and Regulations of the Fund
specify a quorum as 25% of the Contract Owners entitled to vote at an annual or
special meeting.  Therefore, less than a majority of those entitled to vote
could take action which is not prohibited by law which could affect other
Contract Owners' rights.

        The number of votes which a Contract Owner may cast for Participants in
the accumulation period is equal to the number of Accumulation Units under the
contract.  For Annuitants receiving annuity payments, the Contract Owner may
cast the number of votes equal to (a) the amount of assets established in the
Fund to meet the annuity obligations related to such Annuitants divided by (b)
the value of an Accumulation Unit.  The amount of the assets established in the
Fund for an Annuitant receiving annuity payments will decrease as annuity
payments are made.

                                      16

<PAGE>
        Since assets are maintained in the Fund with respect to other contracts
than those offered by this prospectus, Contract Owners under such other
contracts are also entitled to vote.  The number of votes which they are
entitled to cast is computed in the same manner as for Contract Owners of the
variable annuity contracts offered by this prospectus.

        The number of votes each Contract Owner may cast shall be determined as
of a date to be chosen by the Board of Managers within 90 days of the date of
the meeting, and at least 20 days' written notice of the meeting will be given. 
To be entitled to vote, a Contract Owner must have been an owner on both the
date as of which the number of votes was determined and the date of the written
notice.

        During the accumulation period, a Participant under a group contract
with respect to which assets are maintained in the Fund or an employee covered
by an individual contract issued in connection with an H.R.-10 plan or pursuant
to Section 403(b) of the Internal Revenue Code will have the right to instruct
the Contract Owner with respect to the votes attributable to his or her
individual account, and a Participant under a group contract or an employee
covered by an individual contract issued pursuant to a qualified
employee pension or profit-sharing trust or a qualified annuity plan (other
than one involving an H.R.-10 plan or pursuant to Section 403(b)) will have the
right to instruct the Contract Owner only with respect to votes attributable to
payments made by him or her, if any, and with respect to additional votes that
are authorized by the terms of the plan, if any.  All other votes entitled to
be cast during such period under such a trust or plan may be cast by the
Contract Owner in its sole discretion.

        During the annuity period, every Participant and every employee will
have the right to instruct the Contract Owner with respect to all votes
attributable to the amount of assets established in the Fund to meet the
annuity obligations related to such Participant or employee.  Each Contract
Owner and each employee and Participant having the right to instruct a Contract
Owner with respect to any votes will receive all proxy materials.

        The Rules and Regulations of the Fund provide that each Contract Owner
shall cast the votes with respect to which instructions from an employee or a
Participant have been received in accordance with such instructions and all
votes with respect to which no instructions are received, other than those as
to which no employee or Participant is entitled to give instructions, shall be
cast in the same proportion as are votes with respect to which instructions are
received by such Contract Owners.  If no one is entitled to instruct a Contract
Owner or if a Contract Owner receives no instructions, all votes to which such
Contract Owner is entitled may be cast in the Contract Owner's sole discretion.

        The Company and the Fund have no duty to ascertain whether Contract
Owners actually cast votes under such contracts in accordance with the voting
rights provisions described in this section.

        The Rules and Regulations of the Fund permit the Board of Managers to
dispense with an annual meeting in any year in which the Investment Company Act
of 1940 does not require a Contract Owner to vote on: 1) election of members of
the Board of Managers; 2) approval of an investment advisory agreement; 3)
ratification of the independent public accountant; or 4) approval of a
distribution agreement.  Each year, prior to the date set by the Rules and
Regulations for the annual meeting, the Board of Managers will determine
whether such meeting need be held.

        Special meetings may be called for any proper purpose when permitted by
applicable law.  As a result of the option for the Board to dispense with
annual meetings of Contract Owners, special meetings must be called whenever
there is a change in the Fund's independent public accountant, and whenever
fewer than 50% of the existing Members of the Board of Managers has been
elected by Contract Owners.  Also, since dispensing with annual meetings
results in perpetuating Members of the Board of Managers in office, the Fund is
required to call a special meeting when Contract Owners who meet the standards
of Section 16(c) of the Investment Company Act of 1940 apply to the Fund
requesting that such a meeting be called for the purpose of removing one or
Members of the Board of Managers.  That section also requires that the Fund
facilitate communication between Contract Owners who wish to solicit the
approval of other Contract Owners for the calling of such a meeting. 
Additional information about this procedure is available from Fund management.

                              LEGAL PROCEEDINGS

        As of the date of this Prospectus, neither the Fund nor the Company was
involved in any material pending legal proceedings, other than ordinary routine
litigation incidental to the business.

                           OTHER ANNUITY CONTRACTS

        Individual variable annuity contracts are also sold by the Company. 
Assets with respect to the individual variable annuity contracts are also held
in the Fund and are affected by its investment experience.  All such contracts
initially meet the requirements of Section 403(b) of the Internal Revenue Code,
or are issued with respect to (a) plans initially qualifying under Section
401(a) of the Code, (b) annuity plans initially qualifying under Section 403(a)
of the Code, (c) retirement plans initially qualifying for special tax
treatment under Section 408 of the Code, or (d) governmental deferred
compensation plans as defined in Section 414(d) or meeting the requirements of
Section 457 of the Code.

                                      17

<PAGE>


                                  CUSTODIAN
        
        Bankers Trust Company, 14 Wall Street, 4th Floor, New York, New York
10005 ("Bankers") is Custodian for the Fund pursuant to a Custodian Agreement
effective March 4, 1985.  Under this Agreement, Bankers shall (1) receive and
disburse money; (2) receive and hold securities; (3) transfer, exchange, or
deliver securities; (4) present for payment coupons and other income items,
collect interest and cash dividends received, hold stock dividends, etc.; (5)
cause escrow and deposit receipts to be executed; (6) register securities; and
(7) deliver to the Fund proxies, proxy statements, etc.

                               STATE REGULATION

        As a life insurance company organized and operating under Indiana law,
the Company is subject to provisions governing such companies and to regulation
by the Indiana Commissioner of Insurance.

        The Company's books and accounts are subject to review and examination 
by the Indiana Insurance Department (Department) at all times and a full
examination of its operations normally is conducted by the Department at least
once every 5 years.


                           TABLE OF CONTENTS OF THE
                  STATEMENT OF ADDITIONAL INFORMATION (SAI)


<TABLE>
<CAPTION>
ITEM                                                                        Page
<S>                                                                         <C>
General Information and History............................................  B-2
Special Terms..............................................................  B-2
Investment Objectives and Policies of the Fund.............................  B-2
Management.................................................................  B-2
Investment Advisory and Related Services...................................  B-3
Brokerage Allocation.......................................................  B-3
Purchase and Pricing of Securities Being Offered...........................  B-3
Distribution of Variable Annuity Contracts.................................  B-4
Federal Tax Status.........................................................  B-4
Other Services.............................................................  B-7
Underwriters...............................................................  B-7
Determination of Net Asset Value...........................................  B-7
Financial Statements.......................................................  B-8
</TABLE>                                                                        


NOTE: SEE THE COVER PAGE OF THIS PROSPECTUS FOR DETAILS ABOUT HOW TO OBTAIN A
COPY OF THE SAI.



                                      18


<PAGE>
        LINCOLN NATIONAL
        LIFE INSURANCE CO.
        -------------------
A part of LINCOLN NATIONAL CORPORATION




                               LINCOLN NATIONAL
                               VARIABLE ANNUITY
                                FUND A (GROUP)
                                  PROSPECTUS
                                      
                                APRIL 30, 1996
                                      
                                      
                                      
                                      
                            GROUP VARIABLE ANNUITY
                             CONTRACTS ISSUED BY
                                      
                 The Lincoln National Life Insurance Company
                             Fort Wayne, Indiana


No person has been authorized to give any information or to make any
representations other than those contained in the prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized. This prospectus does not constitute an offer of, or
solicitation of an offer to acquire, any interest or participation in the
variable annuity  contracts offered by this prospectus in any jurisdiction to
anyone to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.



To obtain a copy of the Statement of Additional Information, please complete
and mail the following form:

- --------------------------------------------------------------------------------

Please send me a copy of the current Statement of Additional Information for
Lincoln National Variable Annuity Fund A (Group):

                                (Please Print)


Name:
     ---------------------------------------------------------------------------
Address:
        ------------------------------------------------------------------------
City                         State                         Zip
    ------------------------      -------------------------   ------------------

Mail to: Kimberly Oakman, The Lincoln National Life Insurance Company, P.O. Box
2340, Fort Wayne, Indiana 46801

- --------------------------------------------------------------------------------



<PAGE>
                  STATEMENT OF ADDITIONAL INFORMATION (SAI)

               LINCOLN NATIONAL VARIABLE ANNUITY FUND A (GROUP)
                                (REGISTRANT)

                 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                                 (DEPOSITOR)


        THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION
WITH THE PROSPECTUS OF LINCOLN NATIONAL VARIABLE ANNUITY FUND A (GROUP) DATED
APRIL 30, 1996.  YOU MAY OBTAIN A COPY OF THE FUND A (GROUP) PROSPECTUS ON
REQUEST AND WITHOUT CHARGE. PLEASE WRITE KIM BERLY OAKMAN, LINCOLN NATIONAL
LIFE INSURANCE COMPANY, P.O. BOX 2340, FORT WAYNE, INDIANA 46801 OR CALL
1-800-348-1212, EXTENSION 4912.


                                ____________


        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>

ITEM                                                                  PAGE
<S>                                                                    <C>
General Information and History....................................... B-2
Special Terms......................................................... B-2
Investment Objectives and Policies of the Fund........................ B-2
Management............................................................ B-2
Investment Advisory and Related Services.............................. B-3
Brokerage Allocation.................................................. B-3
Purchase and Pricing of Securities Being Offered...................... B-3
Distribution of Variable Annuity Contracts............................ B-4
Federal Tax Status.................................................... B-4
Other Services........................................................ B-7
Underwriters.......................................................... B-7
Determination of Net Asset Value...................................... B-7
Financial Statements.................................................. B-8

</TABLE>


                                 ____________



    THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS APRIL 30, 1996



<PAGE>



                  STATEMENT OF ADDITIONAL INFORMATION (SAI)

            LINCOLN NATIONAL VARIABLE ANNUITY FUND A (GROUP)

                      GENERAL INFORMATION AND HISTORY OF
                 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

                                       
        The Lincoln National Life Insurance Company (the Company) is an Indiana
insurance corporation, engaged primarily in the direct issuance of life
insurance contracts and annuities, and is also a professional reinsurer.  The
Company is wholly owned by Lincoln National Corporation, a publicly-held
insurance holding company domiciled in Indiana.

                                SPECIAL TERMS

        The Special terms used in this SAI are the ones defined in the
Prospectus.

                INVESTMENT OBJECTIVES AND POLICIES OF THE FUND

        See that heading in the Prospectus.

                                  MANAGEMENT

MANAGERS AND OFFICERS OF THE FUND

        The Fund is managed by a Board of Managers, whose Members are elected
annually by the Contract Owners.  The affairs of the Fund are conducted in
accordance with Rules and Regulations adopted by the Board of Managers.



<TABLE>
<CAPTION>

                                   POSITION                      PRESENT POSITION AND PRINCIPAL
     NAME AND ADDRESS            WITH THE FUND                  OCCUPATION DURING LAST FIVE YEARS
<S>                           <C>                       <C>
 John B. Borsch, Jr.            Member                  Retired (formerly Associate Vice President--Investments,
 1776 Sherwood Road                                     Northwestern University, Evanston, Illinois)
 Des Plaines, IL 60016

*Kelly D. Clevenger             Chairman and            Vice President, Lincoln 
 1300 South Clinton Street      Member                  National Life Insurance Co.
 Fort Wayne, IN 46802

 Nancy L. Frisby, CPA           Member                  Regional Vice President/Chief
 700 Broadway                                           Financial Officer (formerly Vice
 Fort Wayne, IN  46802                                  President - Finance; Regional Controller
                                                        of Finance), St. Joseph Medical Center,
                                                        Fort Wayne, Indiana
                               
*Barbara S. Kowalczyk           Member                  Senior Vice President, Lincoln
 1300 South Clinton Street                              National Corporation (formerly                           
 Fort Wayne, IN  46802                                  Senior Vice President, Lincoln

 Stanley R. Nelson              Member                  Executive in Residence, Program in Health Services Adminis-
 University of Minnesota                                tration, University of Minnesota, Minneapolis, Minnesota,
 (Mayo Box 97)                                          (formerly President, Henry Ford Health Care Corporation, 
 420 Delaware St., S.E.                                 Detroit, Michigan)
 Minneapolis, MN 55455                               

*Cynthia A. Rose                Secretary to the Board  Assistant Secretary
 200 East Berry Street          of Managers
 Fort Wayne, IN 46802

*Janet C. Whitney               Vice President and      Vice President and Treasurer
 200 East Berry Street          Treasurer
 Fort Wayne, IN 46802
</TABLE>

*An "interested person" of the Fund as that term is defined in the Investment
 Company Act of 1940.
   
    
REMUNERATION OF CERTAIN AFFILIATED PERSONS

        No person receives any remuneration from the Fund.  The Company pays all
expenses relative to the operation of the Fund, for which it deducts certain
amounts (see the Prospectus).


                                     B-2

<PAGE>


CONTROL OF THE FUND

No person is the record or beneficial owner of 5% or more of the Fund.  In
addition, Members of the Board of Managers and officers of the Fund as a group
own less than 1% of the Registrant.

                   INVESTMENT ADVISORY AND RELATED SERVICES

        This information is disclosed in the Prospectus.

                             BROKERAGE ALLOCATION

        The Company places orders for the purchase and sale of securities for
the Fund's portfolio.  It is the Fund's policy to have orders placed with
brokers or dealers who will give the best execution of such orders at prices and
under conditions most favorable to the Fund.  The Company will customarily deal
with principal market makers in purchasing over-the-counter securities.  In the
allocation of brokerage business, preference may be given to those brokers and
dealers who provide statistical, research, or other services--so long as there
is no sacrifice in getting the best price and execution.

        Consistent with the policy of seeking best price and execution for the
transaction size and the risk involved, in selecting brokers or dealers or
negotiating the commissions to be paid, the Company considers each firm's
financial responsibility and reputation, range and quality of the service made
available to the Fund and the broker's or dealer's professional services,
including execution, clearance procedures, wire service quotations and ability
to provide performance, statistical and other research information for
consideration, analysis and evaluation by the Company.  In accordance with this
policy, the Company does not execute brokerage transactions solely on the basis
of the lowest commission rates available for a particular transaction.

        The Fund paid brokerage fees of $101,171 in 1995, $161,000 in 1994,
$108,356 in 1993.

               PURCHASE AND PRICING OF SECURITIES BEING OFFERED

OFFERING TO PUBLIC; SALES LOAD

        This information is disclosed in the Prospectus.

GENERAL FORMULAS FOR DETERMINING VALUE OF THE ACCUMULATION UNIT

        The following formulas set out in general terms the computation of the
Accumulation Unit value at the close of trading on any day upon which the New
York Stock Exchange is open.


Gross Investment Rate =  Investment Income+Capital Gains-Capital Losses-Taxes
                         ------------------------------------------------------
                             Value of Fund at Beginning of Valuation Period

Net Investment Rate = Gross Investment Rate-.0000363 (for a 1 day Valuation
Period)

Net Investment Factor = Net Investment Rate+1.00000000

Accumulation Unit Value = Accumulation Unit Value x Net Investment Factor
                         on Preceding Valuation Date


CALCULATION OF ACCUMULATION UNIT VALUE USING HYPOTHETICAL EXAMPLE

        The above computations may be illustrated by the following hypothetical
example. Assume that the value of the assets of the Fund at the beginning of a 1
day valuation period was $5,000,000; that the value of an Accumulation Unit on
that date was $1.135; and that during the valuation period the investment income
was $4,000, the net unrealized capital gains were $6,000 and the net realized
capital losses were $3,000.  Assuming these figures are net after provision for
applicable taxes, the value of the assets of the Fund at the end of the
valuation period, before adding payments received during the period, would thus
be $5,007,000 ($5,000,000 plus $4,000 plus $6,000 minus $3,000).

        The gross investment rate for the valuation period would be equal to (a)
$7,000 ($4,000 plus $6,000 less $3,000) divided by (b) $5,000,000 which produces
 .14% (.0014).  The net investment rate for the valuation period is determined by
deducting .00363% (.0000363) from the gross investment rate, which results in a
net investment rate of .13637% (.0013637).  The net investment factor for the
valuation period would be determined as the net investment rate plus 1.0, or
1.0013637.

        The value of the Accumulation Unit at the end of the valuation period
would be equal to the value at the beginning of the period ($1.135) multiplied
by the net investment factor for the period (1.0013637), which produces
$1.1365478.

                                     B-3


<PAGE>


GENERAL FORMULAS FOR DETERMINING DOLLAR AMOUNT OF ANNUITY PAYMENTS

Number of Annuity Units =  Dollar Amount of First Monthly Payment
                           ----------------------------------------
                           Annuity Unit Value on Date of First Payment

<TABLE>
<S><C>
                     Value of Annuity Unit         Factor to   Net Investment Factor for
Annuity Unit Value = on Preceding Valuation Date x Neutralize x 14th Day Preceding Current                                  
                                                   AIR          Valuation Date


Dollar Amount of Second                                      Annuity Unit Value
and Subsequent Annuity Payment  = Number of Annuity Units x  for Period
                                                             in Which Payment is Due

</TABLE>


CALCULATION OF ANNUITY PAYMENTS USING HYPOTHETICAL EXAMPLE

        The determination of the Annuity Unit value and the annuity payment may
be illustrated by the following hypothetical example.  Assume a Participant at
the date of retirement has credited to his individual account 30,000
Accumulation Units, and that the value of an Accumulation Unit on the 14th day
preceding the last day of the valuation period in which annuity payments
commence was $1.15 producing a total value of his individual account of
$34,500.  Assume also that the Participant elects an option for which the table
in the variable annuity contract indicates the first monthly payment is $6.57
per $1,000 of value applied; the Participant's first monthly payment would thus
be 34.5 multiplied by $6.57 or $226.67.

        Assume that the Annuity Unit value for the valuation period in which the
first payment was due was $1.10.  When this is divided into the first monthly
payment the number of Annuity Units represented by that payment is determined to
be 206.064.  The value of this same number of Annuity Units will be paid in each
subsequent month.

        Assume further that the net investment factor for the Fund for the 14th
day preceding the last day of the valuation period in which the next annuity
payment is due is 1.0019.  Multiplying this factor by .99990575 (for a 1 day
valuation period) to neutralize the AIR of 3.5% per year built into the number
of Annuity Units determined as per above, produces a result of 1.00180557.  This
is then multiplied by the Annuity Unit value for the valuation period preceding
the period in which the next annuity payment is due (assume $1.105) to produce
an Annuity Unit value for the current valuation period of $1.10699515.

        The current monthly payment is then determined by multiplying the fixed
number of Annuity Units by the current Annuity Unit value or 206.064 times
$1.10699515, which produces a current monthly payment of $228.11.

                  DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

        Variable annuity contracts will be sold by registered representatives of
the Company who have been licensed by the state insurance departments, by
certain employees of the Company and through selected dealers who are members of
the National Association of Securities Dealers, Inc. (NASD).  The Company is
registered with the SEC under the Securities Exchange Act of 1934 as a
broker-dealer and is a member of the NASD.  For contracts of the Fund sold
through other broker-dealers, the Company will pay the broker-dealer an amount
equivalent to the amount deducted for sales expenses.  The amount paid to the
broker-dealer may be greater during the first year of a variable annuity
contract than the amount deducted for sales expenses.  The Company pays any
excess over the amount deducted for sales expenses.

                              FEDERAL TAX STATUS

GENERAL

        The operations of the Fund form a part of, and are taxed with, the
operations of the Company under the Internal Revenue Code of 1986, as amended
(the "Code"). Investment income and realized net capital gains on the assets 
of the Fund are reinvested and taken into account in determining the 
accumulation and annuity unit values.  As a result, such investment income and
realized capital gains are automatically applied to increase reserves under 
the Contract.  Under existing federal income tax law, separate account 
investment income and capital gains are not taxed to the extent they are 
applied to increase reserves under a contract issued in connection with the 
Fund.  Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Fund, and therefore the
Company does not intend to make provisions for any such taxes.  However, if
changes in the federal tax laws or interpretations thereof result in the
Company being taxed on income or gains attributable to the Fund or certain
types of Contracts, then the Company may impose a charge against the Fund (with
respect to some or all Contracts) in order to make provision for payment of
such taxes.  The terms of the plan may limit the rights otherwise available
under the Contracts.



                                     B-4


<PAGE>


QUALIFIED CONTRACTS

        The rules governing the tax treatment of contributions and distributions
under such plans, as set forth in the Code and applicable rulings and
regulations, are complex and subject to change.  These rules also vary according
to the type of plan and the terms and conditions of the plan itself.  Therefore,
no attempt is made herein to provide more than general information about the use
of Contracts with the various types of plans, based on the Company's
understanding of the current Federal tax laws as interpreted by the Internal
Revenue Service. Purchasers of Contracts for use with such a plan and plan
participants and beneficiaries should consult counsel and other competent
advisers as to the suitability of the plan and the Contract to their specific
needs, and as to applicable Code limitations and tax consequences.  Participants
under such plans, as well as Contract Owners, annuitants, and beneficiaries,
should also be aware that the rights of any person to any benefits under such
plans may be subject to the terms and conditions of the plans themselves
regardless of the terms and conditions of the Contract.

        Following are brief descriptions of the various types of plans and of
the use of Contracts in connection therewith.

PUBLIC SCHOOL SYSTEMS AND SECTION 501(C)(3) ORGANIZATIONS

        Payments made to purchase annuity contracts by public school systems or
Section 501(c)(3) organizations for their employees are excludable from the
gross income of the employee to the extent that aggregate payments for the
employee do not exceed the "exclusion allowance" provided by Section 403(b) of
the Code, the overall limits for excludable contributions of Section 415 of the
Code or the limit on elective contributions.  Furthermore, the investment
results of the Fund credited to the account are not taxable until benefits are
received either in the form of annuity payments or in a single sum.

        If an employee's individual account is surrendered, usually the full
amount received would be includable in income for that year at ordinary rates.
Distributions are subject to certain restrictions.

QUALIFIED CORPORATE EMPLOYEE'S PENSION AND PROFIT-SHARING TRUSTS AND QUALIFIED
ANNUITY PLANS

        Payments made by a corporate employer and the increments on all payments
for qualified corporate plans are not taxable as income to the employee until
distributed.  However, the employee may be required to include these amounts in
gross income prior to distribution if the qualified plan or trust loses its
qualification.  Corporate plans qualified under Sections 401(a) or 403(a) of the
Code are subject to extensive rules, including limitations on maximum
contributions or benefits.

        Distributions of amounts in excess of nondeductible employee
contributions are generally taxable as ordinary income.  If an employee or
beneficiary receives a "lump-sum distribution," that is, if the employee or
beneficiary receives in a single tax year the total amounts payable with respect
to that employee and the benefits are paid as a result of the employee's death
or separation from service or after the employee attains age 59 1/2, taxable
gain may be either eligible for special "lump sum averaging" treatment or, if
the recipient was age 50 before January 1, 1986, eligible for taxation at a 20%
rate to the extent the distribution reflects payments made prior to January 1,
1974.  These special tax rules are not available in all cases.

SELF-EMPLOYED INDIVIDUALS (H.R.-10 OR KEOGH)

        Under Code provisions, self-employed individuals may establish plans
commonly known as "H.R.-10" or "Keogh plans" for themselves and their
employees.  The tax consequences to participants under such plans depend upon
the plan itself. Such plans are subject to special rules in addition to those
applicable to qualified corporate plans.  Purchasers of the Contracts for use
with H.R.-10 plans should seek competent advice as to suitability of plan
documents and the funding contracts.

INDIVIDUAL RETIREMENT ANNUITIES (IRA)

        Under Section 408 of the Code, individuals may participate in a
retirement program known as Individual Retirement Annuity (IRA).  An individual
may make an annual IRA contribution of up to the lesser of $2,000 ($2,250 if
IRAs are maintained for both the individual and his nonworking spouse) or 100%
of compensation.  However, IRA contributions may be nondeductible in whole or in
part if (1) the individual or his spouse is an active participant in certain
other retirement programs and (2) the income of the individual (or of the
individual and his spouse) exceeds a specified amount.  Distributions from
certain other IRA plans or qualified plans may be "rolled over" to an IRA on a
tax deferred basis without regard to the limit on contributions, provided
certain requirements are met. Distributions from IRAs are subject to certain
restrictions.  Deductible IRA contributions and all IRA earnings will be taxed
as ordinary income when distributed.  The failure to satisfy certain Code
requirements with respect to an IRA may result in adverse tax consequences.


                                     B-5

<PAGE>


DEFERRED COMPENSATION PLANS (457 PLANS)

        Under the Code provisions, employees and independent contractors
performing services for state and local governments or tax-exempt organizations
may establish deferred compensation plans with a governmental employer or
tax-exempt organization.  While participants in such plans may be permitted to
specify the form of investment in which their plan accounts will participate,
all such investments are owned by the sponsoring employer and are subject to
the claims of its creditors.  The amounts deferred under a plan which meet the
requirements of Section 457 of the Code are not taxable as income to the
participant until paid or otherwise made available to the participant or
beneficiary.  Deferrals are taxed as compensation from the employer when they
are actually or constructively received by the employee.  As a general rule,
the maximum amount which can be deferred in any one year is the lesser of
$7,500 or 33 1/3% of the participant's includable compensation.  However, in
limited circumstances, up to $15,000 may be deferred in each of the last three
years before retirement.  Deferred compensation plans of tax-exempt employers
must also comply with the requirements of Section 457.

SIMPLIFIED EMPLOYEE PENSION PLANS

        An employer may make contributions on behalf of employees to a
simplified pension plan as provided by Section 408(k) of the Code.  The
contributions and distribution dates are limited by the Code provisions.  All
distributions from the plan will be taxed as ordinary income.  Any distribution
before the employee attains age 59 1/2 (except in the event of death or
disability) or the failure to satisfy certain other Code requirements may result
in adverse tax consequences.

TAXATION OF DISTRIBUTIONS FROM QUALIFIED CONTRACTS

        The following rules generally apply to distributions from contracts
purchased in connection with the plans discussed above, other than governmental
deferred compensation plans.

        The portion, if any, of any contribution under a contract made by or on
behalf of an individual which is not excluded from the employee's gross income
(generally, the employee's own non-deductible contributions) constitutes his
"investment in the contract."  If a distribution is made in the form of annuity
payments, the employee's "investment in the contract" (adjusted for certain
refund provisions) divided by his life expectancy (or other period for which
annuity payments are expected to be made) constitutes a tax-free return of
capital each year.  The dollar amount of annuity payments received in any year
in excess of such return is taxable as ordinary income.  However, for employees
whose annuity starting date is after December 31, 1986, all distributions will
be fully taxable once the employee is deemed to have recovered the dollar amount
of his investment in the contract. For amounts distributed after 1986, rules
generally provide that all distributions not received as an annuity will be
taxed as a pro rata distribution of taxable and nontaxable amounts (rather than
as a distribution first of nontaxable amounts.)

        If a surrender of or withdrawal from the contract is effected and a
distribution is made in a single payment, the proceeds may qualify for special
"lump-sum distribution" treatment under certain qualified plans, as discussed
above. Otherwise, the amount by which the payment exceeds the "investment in the
contract" (adjusted for any prior withdrawal) will be taxed as ordinary income
in the year of receipt. Because typically an annuitant's income decreases and
his tax deductions increase after retirement, he generally will be in a lower
tax bracket when he is taxed on annuity payments.

        Distributions from qualified plans, 403(b) plans and IRAs will be
subject to (1) a 10% penalty tax if made before age 59 1/2 unless certain other
exceptions apply, and (2) a 15% penalty tax on combined annual distributions in
excess of $150,000 subject to various special rules. Failure to meet certain
minimum distribution requirements for the above plans, as well as for Section
457 plans, will result in a 50% excise tax. Various other adverse tax
consequences may also be potentially applicable in certain circumstances to
these types of plans.

        Upon an employee's death, the taxation of benefits payable to his
beneficiary generally follow these same principles, subject to a variety of
special rules. In particular, tax on death benefits paid as a lump-sum may be
deferred if, within 60 days after the lump-sum becomes payable, the beneficiary
instead elects to receive annuity payments.  

        Section 72(s) provides that Contracts issued after January 18, 1985,
will not be treated as annuity contracts for purposes of Section 72 unless the
Contract provides that (A) if any Contract Owner dies on or after the annuity
starting date but prior to the time the entire interest in the Contract has been
distributed, the remaining portion of such interest must be distributed at
least as rapidly as under the method of distribution in effect at the time of
the Contract Owner's death; and (B) if any Contract Owner dies prior to the
annuity starting date, the entire interest must be distributed within five years
after the death of the Contract Owner.  These requirements are considered
satisfied if any portion of the Contract Owner's interest that is payable to or
for the benefit of a "designated beneficiary" is distributed over that
designated beneficiary's life, or a period not extending beyond the designated
beneficiary's life expectancy, and if that distribution begins within one year
of the Contract Owner's death.  The "designated beneficiary" is the person
designated by the Contract Owner as a beneficiary and to whom Contract ownership
passes by reason of death, and must be a natural person.  However, if the
recipient of the proceeds is the surviving spouse of the Contract Owner, the
Contract may be continued in the name of such surviving spouse as the Contract
Owner.  Contracts issued after January 18, 1985 contain provisions intended
to comply with these Code requirements, although regulations interpreting these
requirements have not yet been issued.  The Company intends to review such
provisions and modify them if necessary to assure that they comply with the
requirements of Section 72(s) when clarified by regulation or otherwise.

OTHER CONSIDERATIONS

        It should be understood that the foregoing comments about the federal
tax consequences under these Contracts are not exhaustive and that special rules
are provided with respect to other tax situations not discussed herein. 
Further, the foregoing discussion does not address any applicable state, local,
or foreign tax laws.  Before an investment is made in any of the above plans, a
tax adviser should be consulted.

                                     B-6


<PAGE>


                                OTHER SERVICES

CUSTODIAN

        The Custodian for the securities purchased by the Eligible Funds is
Bankers Trust Company, 14 Wall Street, 4th Floor, New York, New York 10005. 
Custodian will perform those functions outlined in the Prospectus.

INDEPENDENT AUDITORS

        The financial statements of the Fund and the consolidated financial
statements and schedules of the Company, which have been included in this
Statement of Additional Information, and the Per-Accumulation-Unit Income and
Capital Changes Table appearing in the Prospectus, have been audited by Ernst &
Young LLP, 2300 Fort Wayne National Bank Building, Fort Wayne, Indiana 46802,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein and in the Registration Statement, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

KEEPER OF RECORDS

        All accounts, books, records and other documents which are required to
be maintained for the Fund are maintained by the Company.  No separate charge
against the assets of the Fund is made by the Company for this service.

                                 UNDERWRITERS

        The Company is the principal underwriter for the variable annuity
contracts. The offering of the contracts is continuous.  The Company retains no
underwriting commissions from the sale of the variable annuity contracts.

                       DETERMINATION OF NET ASSET VALUE

        A description of the days on which the Fund's net asset value per share
will be determined is given in the Prospectus.  The New York Stock Exchange's
most recent announcement (which is subject to change) states that it will be
closed on New Year's Day, January 1; President's Day, February 19; Good Friday,
April 5; Memorial Day, May 27; Independence Day, July 4; Labor Day, September
2; Thanksgiving Day, November 28; and Christmas Day, December 25.  It may also
be closed on other days.

                                     B-7



<PAGE>
                             FINANCIAL STATEMENTS


LINCOLN NATIONAL VARIABLE ANNUITY FUND A 

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995 


<TABLE>


<S>                                                        <C>             <C>
INVESTMENT INCOME:
  Dividends ............................................                   $ 2,451,414
  Interest .............................................                       158,447
                                                                           -----------
                                                                             2,609,861

EXPENSES:
  Investment management services .......................    $   288,545 
  Mortality and expense guarantees .....................        848,264      1,136,809
                                                            -----------    -----------
                                   NET INVESTMENT INCOME                     1,473,052

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   
  Net realized gain on investments .....................      9,013,278
  Increase in net unrealized appreciation of investments     17,280,315
                                                            -----------        
                             NET REALIZED AND UNREALIZED
                                     GAIN ON INVESTMENTS                    26,293,593
                                                                           -----------

                              NET INCREASE IN NET ASSETS
                               RESULTING FROM OPERATIONS                   $27,766,645
                                                                           ===========
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS 


<TABLE>
<CAPTION>

                                                             Year Ended  December 31
                                                               1995           1994
                                                            -----------    -----------
<S>                                                        <C>             <C>
CHANGES FROM OPERATIONS:
  Net investment income ................................   $  1,473,052    $ 1,480,481
  Net realized gain on investments .....................      9,013,278      7,201,941
  Increase (decrease) in net unrealized appreciation 
    of investments .....................................     17,280,315     (7,661,756)
                                                           ------------    -----------
                                     NET INCREASE IN NET 
                        ASSETS RESULTING FROM OPERATIONS     27,766,645      1,020,666    
NET DECREASE FROM EQUITY TRANSACTIONS ..................     (2,346,263)   (12,355,642)
                                                           ------------    -----------
                 TOTAL INCREASE (DECREASE) IN NET ASSETS     25,420,382    (11,334,976)
NET ASSETS AT BEGINNING OF YEAR ........................     78,534,268     89,869,244      
                                                           ------------    -----------
                               NET ASSETS AT END OF YEAR   $103,954,650    $78,534,268
                                                           ============    ===========


</TABLE>



See accompanying notes to financial statements.



                                      B-8

<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY FUND A

STATEMENT OF NET ASSETS

DECEMBER 31, 1995

<TABLE>
<CAPTION>

                                                                PERCENT                 NUMBER
                                                                   OF                     OF                MARKET
                                                               NET ASSETS               SHARES               VALUE
                                                               ----------               ------              ------
<S>                                                              <C>                  <C>              <C>
INVESTMENTS

COMMON STOCKS:

  AEROSPACE: ................................................      1.3% 
    McDonell Douglas Corporation ............................                           14,500           $ 1,334,000

  AIR TRANSPORTATION:........................................      0.4
    AMR Corp.*...............................................                            5,200               386,100

  BANKING AND INSURANCE: ....................................     10.5
    AllState Corp............................................                           22,080               908,040
    American General Corp....................................                           38,200             1,332,225
    Bank of Boston Corp......................................                           28,300             1,308,875
    Bank of New York Inc.....................................                           29,400             1,433,250
    Chemical Banking Corp....................................                           25,800             1,515,750
    Cigna Corp...............................................                           13,200             1,362,900
    First Chicago NBD Corp...................................                           39,639             1,565,741
    NationsBank Corp.........................................                           10,300               717,137
    Transamerica Corp........................................                            5,500               400,812
    Travelers Inc............................................                            5,700               358,388
                                                                                                          ----------
                                                                                                          10,903,118

  BROADCASTING:..............................................      1.1
    Capital Cities ABC Inc...................................                            3,000               370,125
    King World Productions Inc.*.............................                           19,200               746,400
                                                                                                          ----------
                                                                                                           1,116,525

  BUILDING MATERIALS:........................................      1.3
    Armstrong World Industries Inc...........................                           14,100               874,200
    Dover Corp...............................................                            6,500               239,688
    Parker Hannifin Corp.....................................                            7,500               256,875
                                                                                                          ----------
                                                                                                           1,370,763

  CHEMICALS:.................................................      3.0
    Dow Chemical Co..........................................                            8,600               605,225
    Du Pont E I De Nemours & Co..............................                           10,100               705,738
    Eastman Chemical Co......................................                            7,700               482,212
    Olin Corp................................................                           10,300               764,775
    Union Carbide Corp.......................................                           13,800               517,500
                                                                                                          ----------
                                                                                                           3,075,460

  CONSUMER PRODUCTS AND SERVICES:............................      6.5
    American Brands Inc......................................                           16,500               736,312
    Black & Decker Corp......................................                            8,000               282,000
    Omnicom Group Inc........................................                           28,400             1,057,900
    Philip Morris Co. Inc....................................                           32,200             2,914,100
    Procter & Gamble Co......................................                           21,800             1,792,800
                                                                                                          ----------
                                                                                                           6,783,112

  DRUG AND HOSPITAL SUPPLIES:................................      8.0
    Baxter International Inc.................................                           35,600             1,490,750
    Bristol Myers Squibb Co..................................                           25,800             2,216,575
    Lilly (Eli) & Co.........................................                           22,400             1,260,000
    Merck & Co. Inc..........................................                            4,300               282,725
    Pharmacia & Upjohn Inc.*.................................                           37,190             1,441,113
    Scharing-Plough Corp.....................................                           30,000             1,642,500
                                                                                                          ----------
                                                                                                           8,332,663

  ELECTRICAL AND ELECTRONICS:................................      8.6
    Alliance Semiconductor Corp.*............................                           32,400               376,650
    Applied Materials Inc.*..................................                           34,700             1,366,313
    Arrow Electronics Inc.*..................................                            3,500               150,938
    Avnet Inc................................................                            4,200               187,950
    General Electric Co......................................                           39,400             2,836,800
    Harris Corp..............................................                           13,800               753,825
    Micron Technology Inc....................................                           10,700               423,987
    Read Rite Corp*..........................................                           34,500               802,125
    Teradyne Inc.*...........................................                           38,800               970,000
    Texas Instruments Inc....................................                            5,500               284,625
    TRW Inc..................................................                           10,100               782,750
                                                                                                          ----------
                                                                                                           8,935,963

  ENTERTAINMENT:.............................................      1.5
    Mattel Inc...............................................                           12,787               393,200
    Mirage Resorts Inc.*.....................................                           35,100             1,210,950
                                                                                                          ----------
                                                                                                           1,604,150


</TABLE>

                                     B-9

<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY FUND A
STATEMENT OF NET ASSETS-CONTINUED

<TABLE>
<CAPTION>                                                  
                                                                    PERCENT         NUMBER                
                                                                     OF              OF               MARKET 
                                                                  NET ASSETS        SHARES            VALUE
                                                                  ----------        ------       --------------
<S>                                                                  <C>            <C>          <C>
FINANCE: ..................................................          1.1%          
    Household International Inc. ..........................                         18,600       $    1,099,725   
                                                           
FOOD AND BEVERAGE: ........................................          6.8            
    Campbell Soup Company .................................                         12,200              732,000
    Coca Cola Co. .........................................                         24,400            1,811,700
    ConAgra Inc. ..........................................                         14,000              577,500 
    CPC International Inc. ................................                          7,400              507,825
    Heinz H. J. Co. .......................................                          9,450              313,031
    IBP Inc. ..............................................                         21,200            1,070,600
    RJR Nabisco Holdings Corp. ............................                         16,600              512,525
    Safeway Inc.* .........................................                         28,300            1,457,450
    Universal Foods Corp. .................................                          1,600               64,200
                                                                                                 --------------
                                                                                                      7,046,831
                                                           
MACHINERY & ENGINEERING: ..................................          1.5
    Novellus Sustems Inc.* ................................                         21,800            1,177,200
    Outboard Marine Corp. .................................                         17,300              352,487
                                                                                                 --------------
                                                                                                      1,529,687
                                                           
METALS AND MINING: ........................................          1.7
    ASARCO Inc. ...........................................                         16,600              531,200
    Cleveland-Cliffs Inc. .................................                            900               36,900
    Phelps Dodge Corp. ....................................                         18,900            1,176,525 
                                                                                                 -------------- 
                                                                                                      1,744,625
                                                           
MOTOR VEHICLES AND EQUIPMENT: .............................          2.7
    Eaton Corp. ...........................................                         18,300              981,338
    Ford Motor Co. ........................................                         31,800              922,200
    Goodrich BF Co. .......................................                          8,900              606,312
    Navistar International Corp.* .........................                         30,900              324,450
                                                                                                 --------------
                                                                                                      2,834,300 
                                                           
OFFICE AND BUSINESS EQUIPMENT AND SERVICES: ...............          6.1
   Adaptec Inc. * .........................................                          9,700              397,700
   Cadence Design Systems Inc. * ..........................                         26,250            1,102,500  
   Cisco Systems Inc. * ...................................                          9,700              723,863
   Computer Associates International Inc. .................                          5,800              329,875
   Dell Computer Corp. * ..................................                         27,700              959,112
   Digital Equipment Corp.* ...............................                          3,200              205,200
   Mentor Graphics Corp. * ................................                         11,900              217,176
   Reynolds & Reynolds Co. ................................                          4,200              163,275
   Seagate Technology * ...................................                         18,100              859,750
   Sun Microsystems, Inc * ................................                         31,000            1,414,375
                                                                                                 --------------
                                                                                                      6,372,625
                                                           
PAPER: ....................................................          1.5
    Avery Dennison Corp. ..................................                         11,100              556,388
    Bowater Inc. ..........................................                         14,300              507,650
    Stone Container Corp. .................................                         23,400              336,375
    Union Camp Corp. ......................................                          4,700              223,837
                                                                                                 --------------   
                                                                                                      1,624,250
                                                           
PETROLEUM AND PETROLEUM RELATED: ..........................          9.7                                       
    Amoco Corp. ...........................................                         10,100              725,938
    Atlantic Richfield Co. ................................                          8,600              962,450
    Exxon Corp. ...........................................                         34,900            2,796,362
    Halliburton Co. .......................................                         21,100            1,068,187
    Lyondell Petrochemical Co. ............................                         36,600              837,225
    Mobil Corp. ...........................................                         10,600            1,187,200
    Occidnetal Petroleum Corp. ............................                         17,200              367,650
    Royal Dutch Petroleum Co. .............................                         13,600            1,919,300
    Williams Companies Inc. ...............................                          5,100              223,763
                                                                                                 --------------
                                                                                                     10,078,075
                                                                                                               
PRINTING AND PUBLISHING: ..................................          0.4
    New York Times Co. ....................................                         15,200              450,300
                                                           
PUBLIC UTILITIES: .........................................          4.3
    Consolidated Edison Co. ...............................                         42,700            1,366,400
    General Public Utilities Corp. ........................                         14,700              499,800
    Northeast Utilities ...................................                         47,400            1,155,375
    Ohio Edison Co. .......................................                         32,100              754,350
    SCE Corp. .............................................                         19,100              339,025
    Unicom Corp. ..........................................                         10,600              347,150
                                                                                                 --------------   
                                                                                                      4,462,100
RAILROADS: ................................................          1.3
    Conrail Inc. ..........................................                          3,500              245,000
    Illinois Central Corp. ................................                         29,600            1,135,900
                                                                                                 --------------   
                                                                                                      1,380,900
</TABLE>
                                                           
                                     B-10

<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY FUND A

STATEMENT OF NET ASSETS - CONTINUED

<TABLE>
<CAPTION>

                                                                PERCENT                 NUMBER
                                                                   OF                     OF                MARKET
                                                               NET ASSETS               SHARES               VALUE
                                                               ----------               ------              ------
<S>                                                              <C>                  <C>              <C>
  RETAIL:....................................................      4.4% 
    Eckerd Corp.*............................................                            3,600               160,650
    Jostens Inc..............................................                           43,000             1,042,750
    Kroger Co.*..............................................                           37,100             1,391,250
    Sears, Roebuck & Co......................................                           12,600               491,400
    Staples Inc.*............................................                           33,050               805,594
    Waban Inc.*..............................................                           33,700               631,875
                                                                                                        ------------
                                                                                                           4,523,519

  SECURITIES DEALERS:........................................      1.3
    Bear, Stearns & Co. Inc..................................                           42,100               836,737
    Dean Witter Discover & Co................................                           11,300               531,100
                                                                                                        ------------
                                                                                                           1,367,837

  SHOES:.....................................................      0.8
    Nike Inc.................................................                           11,600               807,650

  SOAPS, CLEANER AND COSMETICS:..............................      1.7
    Clorox Co................................................                            7,300               522,863
    Colgate-Palmolive Co.....................................                           17,750             1,246,937
                                                                                                        ------------
                                                                                                           1,769,800

  TELECOMMUNICATIONS:........................................       8.8
    American Telephone & Telegraph Co........................                           28,700             1,858,325
    Ameritech Corp...........................................                           33,500             1,976,500
    Bellsouth Corp...........................................                           50,600             2,201,100
    Comsat Corp..............................................                            2,000                37,250
    Pacific Telesis Group....................................                           46,600             1,566,925
    Sprint Corp..............................................                           38,600             1,539,175
                                                                                                        ------------
                                                                                                           9,179,275

  TRANSPORTATION:............................................       0.7
    PHH Corp.................................................                           14,800               691,900
                                                                  -----                                 ------------   
                                          TOTAL COMMON STOCKS 
                                           (Cost-$74,527,710)      97.0                                  100,805,443


                                                                                          PAR
                                                                                         AMOUNT
                                                                                         ------

Commercial Paper:
  (Cost-$2,300,000)
    Morgan Stanley Group, Inc.
      6.05%, 1/2/96..........................................       2.2                $2,300,000          2,300,000
                                                                  -----                                 ------------

                                            TOTAL INVESTMENTS
                                           (Cost-$76,827,710)      99.2                                  103,105,443

Excess of other assets over liabilities                             0.8                                      849,207
                                                                  -----                                 ------------

                                                   NET ASSETS     100.0%                                $103,954,650
                                                                  =====                                 ============


Net assets are represented by:
  Value of accumulation units:
    9,568,929 units at $9.874 unit value                                                                $ 94,487,611

  Annuity reserves:
    323,677 units at $9.874 unit value                                                                     3,196,126
    507,356 units at $12.360 unit value                                                                    6,270,913
    -------                                                                                             ------------
    831,033                                                                                                9,467,039
    =======                                                                                             ------------
                                                                                                        $103,954,650
                                                                                                        ============
</TABLE>

*Non-income producing

See accompanying notes to financial statements.


                                     B-11

<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY FUND A

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995


1.  SIGNIFICANT ACCOUNTING POLICIES

The Fund: Lincoln National Variable Annuity Fund A (Fund) is a segregated
investment account of The Lincoln National Life Insurance Company. The Fund is
registered under the Investment Company Act of 1940, as amended, as an
open-end, diversified management investment company. The Fund's investment
objective is to maximize long-term growth of capital. The Fund invests
primarily in equity securities diversified over industries and companies.

Investments: Security transactions are accounted for on the date the securities
are purchased or sold. Stocks are valued at the closing sales prices for those
traded on a national stock exchange and the mean between the quoted bid and
asked prices for those traded over-the-counter. Short-term investments are
stated at cost which approximates market. The cost of investments sold is
determined using the specific identification method.

Federal Income Taxes: Operations of the Fund form a part of, and are taxed with,
operations of The Lincoln National Life Insurance Company, which is taxed as a
"life insurance company" under the Internal Revenue Code. Under current law, no
federal income taxes are payable with respect to the investment income and
gains on investments of the Fund. Accordingly, no provision for any such
liability has been made.

Income: Dividends are recorded as earned on the ex-dividend date and interest
is accrued as earned.

Annuity Reserves: Reserves on contracts not involving life contingencies are
calculated using assumed investment rates of 3.5%, 4.5%, 5%, or 6%. Reserves
on contracts involving life contingencies are calculated using the Progressive
Annuity Table with the age adjusted for persons born before 1900 or after 1919
and assumed investment rates of 3.5%, 4.5%, 5%, or 6%.


2. INVESTMENTS

The aggregate cost of investments purchased and the aggregate proceeds from
investments sold (exclusive of short-term investments) during 1995 amounted to
$42,219,230 and $52,568,232, respectively.

3. EXPENSES AND SALES CHARGES

Amounts are paid to The Lincoln National Life Insurance Company for investment
management services at the rate of .000885% of the current value of the Fund
per day (.323% on an annual basis) and for mortality and expense guarantees at
the rate of .002745% of the current value of the Fund per day (1.002% on an
annual basis). In addition, The Lincoln National Life Insurance Company
retained from the proceeds of the sale of annuity contracts $12,796 during 1995
for sales and administrative charges. Accordingly, The Lincoln National Life
Insurance Company is responsible for all sales, general, and administrative
expenses applicable to the Fund.

The custodian bank of the Fund has agreed to waive its custodial fees when the
Fund maintains a prescribed amount of cash on deposit in certain non-interest
bearing accounts. For the year ended December 31, 1995, the custodial fee
offset arrangement was not material to either total expenses or to the
calculation of average net assets and the ratio of expenses to average net
assets.

4. NET ASSETS

Net assets at December 31, 1995 consisted of the following:

<TABLE>
<S>                                              <C>
  Equity transactions                            $(127,720,344)
  Accumulated net investment income                 71,088,233
  Accumulated net realized gain on investments     136,227,432
  Net unrealized appreciation of investments        24,359,329
                                                 -------------
   
                                                 $ 103,954,650
<r/>                                             =============

</TABLE>


                                     B-12


<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY FUND A

NOTES TO FINANCIAL STATEMENTS--CONTINUED

5.  MERGER

Effective October 4, 1995, an Agreement and Plan of Reorganization was executed
to merge the Lincoln National Variable Annuity Fund B (Fund B), a segregated
investment account of the Lincoln National Life Insurance Company, into the
Fund. The merger received approval of regulators and contract owners of the
Fund and Fund B at a special meeting on August 1, 1995. The merger was
accomplished by a tax-free exchange of 763,488 accumulation units and 82,501
annuity reserve units of the Fund for all of the 897,517 accumulation units and
96,984 annuity reserve units of Fund B outstanding on the date of exchange.
Fund B's net assets at the merger date of $7,931,344, including unrealized
appreciation on investments of $1,918,404, were combined with those of the
Fund, whose net assets prior to the merger were $92,566,438. The statements of
operations and changes in net assets have not been restated for Fund B's
operations prior to the merger date. For the period January 1, 1995 to October
4, 1995, Fund B had net investment income of $88,334 and net realized and
unrealized gains of $1,864,313.

6.  SUMMARY OF CHANGES IN EQUITY TRANSACTIONS


<TABLE>
<CAPTION>
                                                                  1995                                    1994
                                                      --------------------------------          -------------------------------
                                                        Units                Amount               Units              Amount
                                                      ----------         -------------          ----------        -------------
<S>                                                   <C>                <C>                    <C>               <C>
Accumulation Units:
  Balance at beginning of year ...                     9,907,664         $(121,421,039)         11,538,380        $(109,744,849)
  Contract purchases  ............                        84,706               701,434             118,031              997,597
  Issued in connection with merger                         
  of Fund B  .....................                       763,488             7,157,877                   -                    -
  Terminated contracts  ..........                    (1,186,928)          (10,307,468)         (1,748,747)         (12,673,787)
                                                      ----------         -------------          ----------        -------------

            BALANCE AT END OF YEAR                     9,568,929         $(123,869,196)          9,907,664        $(121,421,039)
                                                      ==========         =============          ==========        =============
Annuity Reserves:
  Balance at beginning of year  ..                       862,789         $  (3,953,042)            945,353        $  (3,273,590)
  Annuity payments  ..............                      (144,037)           (1,077,169)           (103,958)            (853,903)
  Issued in connection with merger 
  of Fund B  .....................                        82,501               773,467                   -                    -
  Receipt of guarantee mortality
  adjustments  ...................                        29,780               405,596              21,394              174,451
                                                      ----------         -------------          ----------        -------------

            BALANCE AT END OF YEAR                       831,033         $  (3,851,148)            862,789        $  (3,953,042)
                                                      ==========         =============          ==========        =============
</TABLE>

    
   
    

                                                               B-13

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 

Board of Managers and Contract Owners
Lincoln National Variable Annuity Fund A

We have audited the accompanying statement of net assets of Lincoln National
Variable Annuity Fund A as of December 31, 1995, the related statement of
operations for the year then ended, and the statements of changes in net assets
   
for each of the two years in the period then ended. These financial statements 
are the responsibility of the Fund'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. Our
procedures included confirmation of securities owned as of December 31, 1995,
by correspondence with the custodian. 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 financial position of the Lincoln National Variable
Annuity Fund A at December 31, 1995, the results of its operations for the year
then ended, and the changes in its net assets for each of the two years in the

    
   
period then ended in conformity with generally accepted accounting principles. 
    
We have also previously audited, in accordance with generally accepted auditing
standards, the financial statements for each of the nine years in the period 
ended December 31, 1994 (none of which are presented herein, except for the
statement of changes in net assets for the year ended December 31, 1994); and we
expressed unqualified opinions on those financial statements.  In our opinion,
the per-accumulation-unit income and capital changes table for each of the ten 
years in the period ended December 31, 1995, appearing on page 5 of the
Prospectus, is fairly stated in all material respects in relation to the
financial statements from which it has been derived.


                                                   /S/ERNST & YOUNG LLP
<r/>

Fort Wayne, Indiana 
February 12, 1996 




                                     B-14


<PAGE>

<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets
<TABLE> 
<CAPTION> 
                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>            <C> 
Assets
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity (cost:  1995-$18,852,837; 
      1994-$18,193,928)                             $20,414,785   $17,692,214
    Equity (cost:  1995-$480,261; 1994-$416,351)        598,435       456,333
  Mortgage loans on real estate                       3,147,783     2,795,914
  Real estate                                           746,023       679,512
  Policy loans                                          565,325       528,731
  Other investments                                     241,219       158,196
Total investments                                    25,713,570    22,310,900

Cash and invested cash                                  802,743       990,880
Property and equipment                                   53,830        54,989
Deferred acquisition costs                              953,834     1,736,526
Premiums and fees receivable                            117,634       123,494
Accrued investment income                               352,301       367,370
Assets held in separate accounts                     18,461,629    13,000,540
Federal income taxes                                         --       134,463
Amounts recoverable from reinsurers                   2,940,976     2,069,292
Goodwill                                                  5,149         3,385
Other assets                                            185,398       233,708
Total assets                                        $49,587,064   $41,025,547
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets (continued)
<TABLE> 
<CAPTION> 

                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>           <C>  
Liabilities and shareholder's equity
Liabilities:
  Policy liabilities and accruals:
    Future policy benefits, claims and 
      claims expenses                               $ 8,435,019   $ 7,540,772
    Unearned premiums                                    55,174        61,472
  Total policy liabilities and accruals               8,490,193     7,602,244

  Contractholder funds                               18,171,822    17,028,628
  Liabilities related to separate accounts           18,461,629    13,000,540
  Federal income taxes                                  166,430            --
  Short-term debt                                       124,783       153,656
  Long-term debt                                         40,827        54,794
  Other liabilities                                   1,412,534     1,264,730
Total liabilities                                    46,868,218    39,104,592

Shareholder's equity:
  Common stock, $2.50 par value: 
    Authorized, issued and outstanding 
      shares-10 million (owned by Lincoln 
      National Corporation)                              25,000        25,000
    Additional paid-in capital                          809,557       791,605
    Retained earnings                                 1,440,994     1,428,969
    Net unrealized gain (loss) on 
      securities available-for-sale                     443,295      (324,619)
Total shareholder's equity                            2,718,846     1,920,955
Total liabilities and shareholder's equity          $49,587,064   $41,025,547
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Income
<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
<S>                                      <C>          <C>          <C> 
Revenue:
  Insurance premiums                     $  846,873   $1,099,480   $1,972,630
  Insurance fees                            450,423      390,384      425,083
  Net investment income                   1,899,630    1,673,981    1,823,459
  Realized gain (loss) on investments       136,195     (138,522)      92,150
  Gain (loss) on sale of affiliates              --       68,954      (98,500)
  Other                                       3,405       20,946       35,781
Total revenue                             3,336,526    3,115,223    4,250,603

Benefits and expenses:
  Benefits and settlement expenses        2,122,616    2,194,047    3,033,139
  Underwriting, acquisition, 
    insurance and other expenses            764,346      660,363      881,703
  Interest expense                               67          615           96
Total benefits and expenses               2,887,029    2,855,025    3,914,938

Income before Federal income taxes 
  and cumulative effect of 
  accounting change                         449,497      260,198      335,665
Federal income taxes                        127,472       40,400      142,544
Income before cumulative 
  effect of accounting change               322,025      219,798      193,121
Cumulative effect of accounting
  change (postretirement benefits)               --           --       45,582
Net income                               $  322,025   $  219,798   $  147,539

Earnings per share:
  Income before cumulative 
    effect of accounting change          $    32.20   $    21.98   $    19.31
  Cumulative effect of accounting 
    change (postretirement benefits)             --           --        (4.56)
Net income                               $    32.20   $    21.98   $    14.75
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Shareholder's Equity

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Common stock-balance 
  at beginning and end of year           $   25,000   $   25,000   $   25,000

Additional paid-in capital:
  Balance at beginning of year              791,605      791,444      791,223
  Contribution from Lincoln 
    National Corporation                     17,952          161          221
  Balance at end of year                    809,557      791,605      791,444

Retained earnings:
  Balance at beginning of year            1,428,969    1,334,171    1,198,632
  Net income                                322,025      219,798      147,539
  Dividends declared                       (310,000)    (125,000)     (12,000)
  Balance at end of year                  1,440,994    1,428,969    1,334,171

Net unrealized gain (loss) on 
  securities available-for-sale:
    Balance at beginning of year           (324,619)     621,161       47,303
    Cumulative effect of 
      accounting change                          --           --      564,153
    Other change during the year            767,914     (945,780)       9,705
    Balance at end of year                  443,295     (324,619)     621,161
Total shareholder's equity
  at end of year                         $2,718,846   $1,920,955   $2,771,776

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Cash flows from operating activities
Net income                               $  322,025   $  219,798   $  147,539
Adjustments to reconcile net income
  to net cash provided
  by operating activities:
    Deferred acquisition costs              124,526     (171,063)     (92,183)
    Premiums and fees receivable              6,082       10,755       80,582
    Accrued investment income                15,069      (54,434)     (18,827)
    Policy liabilities and accruals         621,603      114,038      345,142
    Contractholder funds                  1,335,625    1,769,240    1,248,058
    Amounts recoverable from reinsurers    (883,425)    (884,388)    (700,622)
    Federal income taxes                     95,745        8,364     (130,308)
    Provisions for depreciation              39,089       38,870       41,516
    Amortization of discount and premium    (86,653)       7,928     (100,274)
    Realized loss (gain) on investments    (244,995)     219,682     (115,881)
    Loss (gain) on sale of affiliates            --      (68,954)      98,500
    Cumulative effect of
       accounting change                         --           --       45,582
    Other                                  458,542        (4,599)      51,369
Net adjustments                          1,481,208       985,439      752,654
Net cash provided by 
  operating activities                   1,803,233     1,205,237      900,193

Cash flows from investing activities
Securities available-for-sale:
  Purchases                            (13,549,807)  (12,100,213)  (7,171,684)
  Sales                                 12,163,673     9,326,809    7,139,781
  Maturities                               929,018       958,065       42,707
Fixed maturity securities
  held for investment:
    Purchases                                   --            --   (5,903,805)
    Sales                                       --            --    2,805,980
    Maturities                                  --            --    1,639,739
Purchases of other investments          (1,711,427)   (1,421,321)  (1,936,013)
Sale or maturity of other investments    1,198,536     1,457,157    1,142,872
Sale of affiliates                              --       520,340           --
Decrease in cash collateral
  on loaned securities                     (39,681)     (163,872)     (40,454)
Other                                     (213,708)      (37,606)      83,751
Net cash used in 
  investing activities                  (1,223,396)   (1,460,641)  (2,197,126)
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows (continued)

                                                 Year ended December 31
                                             1995        1994          1993
                                                     (000's omitted)
Cash flows from financing activities
Principal payments on long-term debt     $ (13,967)   $     (200)  $   (1,138)
Issuance of long-term debt                      --            --       10,314
Net increase (decrease) in
  short-term debt                          (28,873)        3,629       13,047
Universal life and investment
  contract deposits                      1,716,239     2,381,829    2,418,037
Universal life and 
  investment contract withdrawals       (2,149,325)   (1,604,450)  (1,503,105)
Capital contribution from
  Lincoln National Corporation              17,952           161          221
Dividends paid to shareholder             (310,000)     (125,000)     (12,000)
Net cash provided by
  (used in) financing activities          (767,974)      655,969      925,376

Net increase (decrease) in cash           (188,137)      400,565     (371,557)
Cash at beginning of year                  990,880       590,315      961,872
Cash at end of year                     $  802,743   $   990,880   $  590,315

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies 

Basis of Presentation

The accompanying consolidated financial statements include The Lincoln National
Life Insurance Company ("Company") and its majority-owned subsidiaries.  The 
Company and its subsidiaries operate multiple insurance businesses.  Operations
are divided into two business segments (see Note 9).  These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles.

Use of Estimates

The nature of the insurance business requires management to make estimates and 
assumptions that affect the amounts reported in the consolidated financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.  

Investments 

The Company classifies its fixed maturity securities and equity securities 
(common and non-redeemable preferred stocks) as available-for-sale and, 
accordingly, such securities are carried at fair value.  The cost of fixed 
maturity securities is adjusted for amortization of premiums and discounts.  
The cost of fixed maturity and equity securities is adjusted for declines in 
value that are other than temporary.

For the mortgage-backed securities portion of the fixed maturity securities 
portfolio, the Company recognizes income using a constant effective yield 
based on anticipated prepayments and the estimated economic life of the 
securities.  When estimates of prepayments change, the effective yield is 
recalculated to reflect actual payments to date and anticipated future 
payments.  The net investment in the securities is adjusted to the amount that 
would have existed had the new effective yield been applied since the 
acquisition of the securities.  This adjustment is reflected in net investment 
income.

Mortgage loans on real estate are carried at outstanding principal balances 
less unaccrued discounts and net of reserves for declines that are other than 
temporary.  Investment real estate is carried at cost less allowances for 
depreciation.  Such real estate is carried net of reserves for declines in 
value that are other than temporary.  Real estate acquired through foreclosure  
proceedings is recorded at fair value on the settlement date which establishes 
a new cost basis.  If 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

a subsequent periodic review of a foreclosed property indicates the fair 
value, less estimated costs to sell, is lower than the carrying value at the 
settlement date, the carrying value is adjusted to the lower amount.  Policy 
loans are carried at the aggregate unpaid balances.  Any changes to the 
reserves for mortgage loans on real estate and real estate are reported as a 
realized gain (loss) on investments.

Cash and invested cash are carried at cost and include all highly liquid debt 
instruments purchased with a maturity of three months or less, including 
participation in a short-term investment pool administered by Lincoln National 
Corporation ("LNC"), the Company's parent.

Realized gain (loss) on investments is recognized in net income, net of 
related amortization of deferred acquisition costs, using the specific 
identification method.  Changes in the fair values of securities carried at 
fair value are reflected directly in shareholder's equity after deductions for 
related adjustments for deferred acquisition costs and amounts required to 
satisfy policyholder commitments that would have been recorded if these 
securities would have been sold at their fair value, and after deferred taxes 
or credits to the extent deemed recoverable.

Derivatives

The Company hedges certain portions of its exposure to interest rate 
fluctuations, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risk by entering into derivative 
transactions.  A description of the Company's accounting for its hedge of such 
risks is discussed in the following two paragraphs.

The premium paid for an interest rate cap is deferred and amortized to net 
investment income on a straight-line basis over the term of the interest rate 
cap.  Any settlement received in accordance with the terms of the interest 
rate caps is recorded as investment income.  Spread-lock agreements, interest 
rate swaps and financial futures, which hedge fixed maturity securities 
available-for-sale, are carried at fair value with the change in fair value 
reflected directly in shareholder's equity.  Realized gain (loss) from the 
settlement of such derivatives is deferred and amortized over the life of the 
hedged assets as an adjustment to the yield.  Foreign exchange forward 
contracts, foreign currency options and foreign currency swaps, which hedge 
some of the foreign exchange risk of investments in fixed maturity securities 
denominated in foreign currencies, are carried at fair value with the change 
in fair value reflected in earnings.  Realized gain (loss) from the settlement 
of such derivatives is also reflected in earnings.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Hedge accounting is applied as indicated above after the Company determines 
that the items to be hedged expose the Company to interest rate fluctuations, 
the widening of bond yield spreads over comparable maturity U.S. Government 
obligations and foreign exchange risk; and the derivatives used are designated 
as a hedge and reduce the indicated risk by having a high correlation of 
changes in the value of the derivatives and the items being hedged at both the 
inception of the hedge and throughout the hedge period.  Should such criteria 
not be met, the change in value of the derivatives is included in net income.

Property and Equipment

Property and equipment owned for company use is carried at cost less 
allowances for depreciation.

Premiums and Fees

Revenue for universal life and other interest-sensitive life insurance policies
consists of policy charges for cost of insurance, policy initiation and
administration, and surrender charges that have been assessed.  Traditional
individual life-health and annuity premiums are recognized as revenue over the
premium-paying period of the policies.  Group health premiums are prorated over
the contract term of the policies.

Assets Held in Separate Accounts/Liabilities Related to Separate Accounts

These assets and liabilities represent segregated funds administered and 
invested by the Company for the exclusive benefit of pension and variable life 
and annuity contractholders.  The fees received by the Company for 
administrative and contractholder maintenance services performed for these 
separate accounts are included in the Company's consolidated statements of 
income.
<PAGE>

    
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)      
 
Deferred Acquisition Costs

Commissions and other costs of acquiring universal life insurance, variable 
universal life insurance, traditional life insurance, annuities and group 
health insurance which vary with and are primarily related to the production 
of new business, have been deferred to the extent recoverable.  Acquisition 
costs for universal and variable universal life insurance policies are being 
amortized over the lives of the policies in relation to the incidence of 
estimated gross profits from surrender charges and investment, mortality and 
expense margins, and actual realized gain (loss) on investments.  That 
amortization is adjusted retrospectively when estimates of current or future 
gross profits to be realized from a group of policies are revised.  The 
traditional life-health and annuity acquisition costs are amortized over the 
premium-paying period of the related policies using assumptions consistent 
with those used in computing policy reserves.  

Expenses

Expenses for universal and variable universal life insurance policies include 
interest credited to policy account balances and benefit claims incurred 
during the period in excess of policy account balances.  Interest crediting 
rates associated with funds invested in the Company's general account during 
1993 through 1995 ranged from 6.1% to 8.25%. 

Goodwill

The cost of acquired subsidiaries in excess of the fair value of net assets 
(goodwill) is amortized using the straight-line method over periods that 
generally correspond with the benefits expected to be derived from the 
acquisitions.  Goodwill is amortized over 40 years.  The carrying value of 
goodwill is reviewed periodically for indicators of impairment in value.

Policy Liabilities and Accruals

The liabilities for future policy benefits and expenses for universal and 
variable universal life insurance policies consist of policy account balances 
that accrue to the benefit of the policyholders, excluding surrender charges.  
The liabilities for future policy benefits and expenses for traditional life 
policies and immediate and deferred paid-up annuities are computed using a net 
level premium method and assumptions for investment yields, mortality and 
withdrawals based principally on Company experience projected at the time of 
policy issue, with provision for possible adverse deviations.  Interest 
assumptions for traditional direct individual life reserves for all policies 
range from 2.3% to 11.7% graded to 5.7% after 30 years depending on time of 
policy issue.  Interest rate assumptions for reinsurance reserves range from 
5.0% to 11.0% graded to 8.0% after 20 years.  The interest assumptions for 
immediate and deferred paid-up annuities range from 4.5% to 8.0%.
<PAGE>
     
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

With respect to its policy liabilities and accruals, the Company carries on a 
continuing review of its 1) overall reserve position, 2) reserving techniques 
and 3) reinsurance arrangements, and as experience develops and new 
information becomes known, liabilities are adjusted as deemed necessary.  The 
effects of changes in estimates are included in the operating results for the 
period in which such estimates occur. 

Reinsurance

The Company enters into reinsurance agreements with other companies in the 
normal course of their business.  The Company may assume reinsurance from 
unaffiliated companies and/or cede reinsurance to such companies.  
Assets/liabilities and premiums/benefits from certain reinsurance contracts 
which grant statutory surplus to other insurance companies have been netted on 
the balance sheets and income statements, respectively, since there is a right 
of offset.  All other reinsurance agreements are reported on a gross basis.

Depreciation

Provisions for depreciation of investment real estate and property and 
equipment owned for Company use are computed principally on the straight-line 
method over the estimated useful lives of the assets.

Postretirement Medical and Life Insurance Benefits

The Company accounts for its postretirement medical and life insurance 
benefits using the full accrual method.
<PAGE>
   
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company and eligible subsidiaries have elected to file consolidated 
Federal and state income tax returns with their parent, LNC.  Pursuant to an 
intercompany tax sharing agreement with LNC, the Company and its eligible 
subsidiaries provide for income taxes on a separate return filing basis.  The 
tax sharing agreement also provides that the Company and eligible subsidiaries 
will receive benefit for net operating losses, capital losses and tax credits 
which are not usable on a separate return basis to the extent such items may 
be utilized in the consolidated income tax returns of LNC.

The Company uses the liability method of accounting for income taxes.  
Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax return purposes.  The Company 
establishes a valuation allowance for any portion of its deferred tax assets 
which are unlikely to be realized.


2. Changes in Accounting Principles and Changes in Estimates

Postretirement Benefits Other Than Pensions
 
Effective January 1, 1993, the Company changed its method of accounting for 
postretirement medical and life insurance benefits for its eligible employees 
and agents from a pay-as-you-go method to a full accrual method in accordance 
with Financial Accounting Standards No. 106 entitled "Employers' Accounting 
for Postretirement Benefits Other Than Pensions" ("FAS 106").  This full 
accrual method recognizes the estimated obligation for retired employees and 
agents and active employees and agents who are expected to retire in the 
future.  The effect of the change was to increase net periodic postretirement 
benefit cost by $7,800,000 and decrease income before cumulative effect of 
accounting change by $5,100,000 ($0.51 per share).  The implementation of FAS 
106 resulted in a one-time charge to the first quarter 1993 net income of 
$45,600,000 or $4.56 per share ($69,000,000 pre-tax) for the cumulative effect 
of the accounting change.  See Note 6 for additional disclosures regarding 
postretirement benefits other than pensions.
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Accounting by Creditors for Impairment of a Loan

Financial Accounting Standards No. 114 entitled "Accounting by Creditors for 
Impairment of a Loan" ("FAS 114") issued in May 1993, was adopted by the 
Company effective January 1, 1993.  FAS 114 requires that if an impaired 
mortgage loan's fair value as described in Note 3 is less than the recorded 
investment in the loan, the difference is recorded in the mortgage loan 
allowance for losses account.  The adoption of FAS 114 resulted in additions 
to the mortgage loan allowance for losses account and reduced first quarter 
1993 income before cumulative effect of accounting change and net income by 
$37,700,000 or $3.77 per share ($57,200,000 pre-tax).  See Note 3 for further 
mortgage loan disclosures.  Most of the effect of this change in accounting 
was within the Life Insurance and Annuities business segment.
 
Accounting for Certain Investments in Debt and Equity Securities

Financial Accounting Standards No. 115 entitled "Accounting for Certain 
Investments in Debt and Equity Securities" ("FAS 115") issued in May 1993, was 
adopted by the Company as of December 31, 1993.  In accordance with the rules, 
the prior year financial statements have not been restated to reflect the 
change in accounting principle.  Under FAS 115, securities can be classified 
as available-for-sale, trading or held-to-maturity according to the holder's 
intent.  The Company classified its entire fixed maturity securities portfolio 
as "available-for-sale."  Securities classified as available-for-sale are 
carried at fair value and unrealized gains and losses on such securities are 
carried as a separate component of shareholder's equity.  The ending balance 
of shareholder's equity at December 31, 1993 was increased by $564,200,000 
(net of $377,500,000 of related adjustments to deferred acquisition costs, 
$50,700,000 of policyholder commitments and $303,700,000 in deferred income 
taxes, all of which would have been recognized if those securities would have 
been sold at their fair value, net of amounts applicable to Security-
Connecticut Corporation) to reflect the net unrealized gain on fixed maturity 
securities classified as available-for-sale previously carried at amortized 
cost.  Prior to the adoption of FAS 115, the Company carried a portion of its 
fixed maturity securities at fair value with unrealized gains and losses 
carried as a separate component of shareholder's equity.  The remainder of 
such securities were carried at amortized cost. 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Change in Estimate for Net Investment Income Related to Mortgage-Backed 
Securities

At December 31, 1993, the Company had $5,942,100,000 invested in mortgage-
backed securities.  As indicated in Note 1, the Company recognizes income on 
these securities using a constant effective yield based on anticipated 
prepayments.  With the implementation of new investment software in December  
1993, the Company was able to significantly refine its estimate of the 
effective yield on such securities to better reflect actual prepayments and 
estimates of future prepayments.  This resulted in an increase in the 
amortization of purchase discount on these securities of $58,000,000 and, 
after related amortization of deferred acquisition costs ($18,300,000) and 
income taxes ($14,300,000), increased 1993's income before cumulative effect 
of accounting change and net income by $25,500,000 or $2.55 per share.  Most 
of the effect of this change in estimate was within the Life Insurance and 
Annuities business segment.

Change in Estimate for Disability Income Reserves
 
During the fourth quarter of 1993, income before cumulative effect of 
accounting change and net income decreased by $15,500,000 or $1.55 per share 
as the result of strengthening reinsurance disability income reserves by 
$23,900,000.  The need for this reserve increase within the Reinsurance 
segment was identified as the result of management's assessment of current 
expectations for morbidity trends and the impact of lower investment income 
due to lower interest rates.
   
During the fourth quarter of 1995, the Company completed an in-depth review of 
the experience of its disability income business.  As a result of this study, 
and based on the assumption that recent experience will continue in the 
future, income before cumulative effect of accounting change and net income 
decreased by $33,500,000 or $3.35 per share ($51,500,000 pre-tax) as a result 
of strengthening disability income reserves by $15,200,000 and writing-off 
deferred acquisition costs of $36,300,000 in the Reinsurance segment.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments

The major categories of net investment income are as follows:
<TABLE> 
<CAPTION> 
                                                    Year ended December 31
                                                  1995       1994       1993
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Fixed maturity securities                    $1,549.4   $1,357.4   $1,497.6
  Equity securities                                 8.9        7.4        4.3
  Mortgage loans on real estate                   268.3      271.3      294.2
  Real estate                                     110.0       97.8       75.2
  Policy loans                                     35.4       32.7       36.0
  Invested cash                                    55.4       46.4       24.8
  Other investments                                15.8        7.3        8.0
  Investment revenue                            2,043.2    1,820.3    1,940.1
  Investment expenses                             143.6      146.3      116.6
  Net investment income                        $1,899.6   $1,674.0   $1,823.5
</TABLE> 

The realized gain (loss) on investments is as follows:
    
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                   1995       1994       1993
                                                          (in millions)
<S>                                              <C>       <C>        <C>    
  Fixed maturity securities available-for-sale:
    Gross gain                                    $239.6    $  69.6    $ 91.1
    Gross loss                                     (87.8)    (294.1)     (8.4)
  Equity securities available-for-sale:
    Gross gain                                      82.3       50.2      88.3
    Gross loss                                     (31.3)     (50.5)    (33.7)
  Fixed maturity securities held for investment:
    Gross gain                                        --         --     209.9
    Gross loss                                        --         --     (69.5)
  Other investments                                 42.2        5.1    (161.8)
  Related restoration or amortization
    of deferred acquisition costs and
    provision for policyholder
    commitments                                   (108.8)      81.2     (23.7)
  Total                                           $136.2    $(138.5)   $ 92.2
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Provisions (credits) for write-downs and net changes in provisions for losses, 
which are included in realized gain (loss) on investments shown above, are as 
follows:

<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                     1995     1994     1993
                                                          (in millions)
<S>                                                 <C>      <C>     <C> 
  Fixed maturity securities                         $10.4    $14.2   $ 55.6
  Equity securities                                   3.3      6.8       --
  Mortgage loans on real estate                      14.7     19.5    136.7
  Real estate                                        (7.2)    13.0     21.8
  Other long-term investments                        (1.5)      .3      3.9
  Guarantees                                         (2.2)     4.3      1.7
  Total                                             $17.5    $58.1   $219.7
</TABLE>

The change in unrealized appreciation (depreciation) on investments in fixed 
maturity and equity securities is as follows:

<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (in millions)
<S>                                        <C>        <C>          <C> 
  Fixed maturity securities 
    available-for-sale                     $2,063.7   $(1,903.7)   $1,387.1
  Equity securities available-for-sale         78.1       (26.0)        9.2
  Fixed maturity securities 
    held for investment                          --          --      (959.7)
  Total                                    $2,141.8   $(1,929.7)   $  436.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost, gross unrealized gain and loss and fair value of securities 
available-for-sale are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31, 1995
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>       <C>    <C> 
  Corporate bonds                        $12,412.1  $1,141.0  $28.7  $13,524.4
  U.S. Government bonds                      569.6      83.9     .1      653.4
  Foreign governments bonds                  927.9      70.3     .6      997.6
  Mortgage-backed securities:
    Mortgage pass-through securities       1,072.5      41.0    3.2    1,110.3
    Collateralized mortgage obligations    3,816.3     262.5    7.4    4,071.4
    Other mortgage-backed securities           2.8        .3     --        3.1
  State and municipal bonds                   12.3        .1     --       12.4
  Redeemable preferred stocks                 39.3       2.9     --       42.2
  Total fixed maturity securities         18,852.8   1,602.0   40.0   20,414.8
  Equity securities                          480.3     123.6    5.5      598.4
  Total                                  $19,333.1  $1,725.6  $45.5  $21,013.2
</TABLE> 
    
<TABLE> 
<CAPTION> 
                                                    December 31, 1994
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>      <C>     <C> 
  Corporate bonds                        $11,519.3  $143.3   $514.4  $11,148.2
  U.S. Government bonds                    1,048.4     6.9     25.5    1,029.8
  Foreign governments bonds                  541.2     4.7     12.5      533.4
  Mortgage-backed securities:
    Mortgage pass-through securities       1,176.8     3.0     44.1    1,135.7
    Collateralized mortgage obligations    3,835.5    85.8    148.6    3,772.7
    Other mortgage-backed securities           5.0      .1       .1        5.0
  State and municipal bonds                   16.3      .4       --       16.7
  Redeemable preferred stocks                 51.4      .2       .9       50.7
  Total fixed maturity securities         18,193.9   244.4    746.1   17,692.2
  Equity securities                          416.3    56.4     16.4      456.3
  Total                                  $18,610.2  $300.8   $762.5  $18,148.5
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Future maturities of fixed maturity securities available-for-sale are as 
follows:

<TABLE> 
<CAPTION> 
                                                           December 31, 1995
                                                                       Fair
                                                           Cost       Value
                                                             (in millions)
<S>                                                     <C>         <C> 
  Due in one year or less                               $   278.4   $   282.6
  Due after one year through five years                   2,955.7     3,102.1
  Due after five years through ten years                  4,918.2     5,265.9
  Due after ten years                                     5,808.9     6,579.4
  Subtotal                                               13,961.2    15,230.0
  Mortgage-backed securities                              4,891.6     5,184.8
  Total                                                 $18,852.8   $20,414.8
</TABLE> 

The foregoing data is based on stated maturities.  Actual maturities will 
differ in some cases because borrowers may have the right to call or pre-pay 
obligations. 

At December 31, 1995, the current par, amortized cost and estimated fair value 
of investments in mortgage-backed securities summarized by interest rates of 
the underlying collateral are as follows:

<TABLE> 
<CAPTION> 
                                                      December 31, 1995
                                                Current                 Fair
                                                  Par       Cost       Value
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Below 7%                                     $  292.6   $  290.5   $  293.6
  7%-8%                                         1,302.8    1,276.9    1,318.2
  8%-9%                                         1,607.0    1,564.7    1,669.8
  Above 9%                                      1,810.5    1,759.5    1,903.2
  Total                                        $5,012.9   $4,891.6   $5,184.8
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The quality ratings of fixed maturity securities available-for-sale are as 
follows:
<TABLE> 
<CAPTION> 
                                                  December 31, 1995
  <S>                                             <C>         
  Treasuries and AAA                                     34.1%
  AA                                                      8.0
  A                                                      25.9
  BBB                                                    24.5
  BB                                                      3.9
  Less than BB                                            3.6
                                                        100.0%
</TABLE> 
Mortgage loans on real estate are considered impaired when, based on current 
information and events, it is probable that the Company will be unable to 
collect all amounts due according to the contractual terms of the loan 
agreement.  When the Company determines that a loan is impaired, a provision 
for loss is established for the difference between the carrying value of the 
mortgage loan and the estimated value.  Estimated value is based on either the 
present value of expected future cash flows discounted at the loan's effective 
interest rate, the loan's observable market price or the fair value of the 
collateral.  The provision for losses is reported as realized gain (loss) on 
investments.  Mortgage loans deemed to be uncollectible are charged against 
the provision for losses and subsequent recoveries, if any, are credited to 
the provision for losses.

The provision for losses is maintained at a level believed adequate by 
management to absorb estimated probable credit losses.  Management's periodic 
evaluation of the adequacy of the provision for losses is based on the 
Company's past loan loss experience, known and inherent risks in the 
portfolio, adverse situations that may affect the borrower's ability to repay 
(including the timing of future payments), the estimated value of the 
underlying collateral, composition of the loan portfolio, current economic 
conditions and other relevant factors.  This evaluation is inherently 
subjective as it requires estimating the amounts and timing of future cash 
flows expected to be received on impaired loans that may be susceptible to 
significant change.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Impaired loans along with the related allowance for losses are as follows:
<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
  <S>                                                       <C>       <C>  
  Impaired loans with allowance for losses                  $144.7    $246.0
  Allowance for losses                                       (28.5)    (56.6)
  Impaired loans with no allowance for losses                  2.1       2.2
  Net impaired loans                                        $118.3    $191.6
</TABLE> 
Impaired loans with no allowance for losses are a result of direct write-downs 
or for collateral dependent loans where the fair value of the collateral is 
greater than the recorded investment in such loans.

A reconciliation of the mortgage loan allowance for losses for these impaired 
mortgage loans is as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                   <C>     <C>      <C>    
Balance at beginning of year                          $56.6   $220.7   $129.1
Provisions for losses                                  14.7     19.5     79.5
Provision for adoption of FAS 114                        --       --     57.2
Releases due to write-downs                           (12.0)      --       --
Releases due to sales                                 (15.9)  (164.7)   (12.2)
Releases due to foreclosures                          (14.9)   (18.9)   (32.9)
Balance at end of year                                $28.5   $ 56.6   $220.7
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The average recorded investment in impaired loans and the interest income 
recognized on impaired loans were as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                            (in millions)
  <S>                                                <C>      <C>      <C>  
  Average recorded investment in impaired loans      $181.7   $467.5   $703.6
  Interest income recognized on impaired loans         16.6     36.1     47.3
</TABLE> 
All interest income on impaired loans was recognized on the cash basis of 
income recognition.

As of December 31, 1995 and 1994, the Company had restructured loans of 
$62,500,000 and $36,200,000, respectively.  The Company recorded $6,300,000 
and $800,000 interest income on these restructured loans in 1995 and 1994, 
respectively.  Interest income in the amount of $6,600,000 and $3,900,000 
would have been recorded on these loans according to their original terms in 
1995 and 1994, respectively.  As of December 31, 1995 and 1994, the Company 
had no outstanding commitments to lend funds on restructured loans.

As of December 31, 1995, the Company's investment commitments for fixed 
maturity securities (primarily private placements), mortgage loans on real 
estate and real estate were $543,100,000.

Fixed maturity securities available-for-sale, mortgage loans on real estate 
and real estate with a combined carrying value at December 31, 1995 of 
$1,300,000 were non-income producing for the year ended December 31, 1995.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost information for mortgage loans on real estate, real estate and other 
long-term investments are net of allowances for losses.  The balance sheet 
account for other liabilities includes a reserve for guarantees of third-party 
debt.  The amount of allowances and a reserve for such items is as follows:
<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995     1994
                                                               (in millions)
  <S>                                                         <C>      <C>  
  Mortgage loans on real estate                               $28.5    $56.6
  Real estate                                                  46.6     65.2
  Other long-term investments                                  11.8     13.5
</TABLE> 
Details underlying the balance sheet caption "Net Unrealized Gain (Loss) on 
Securities Available-for-Sale," are as follows:
<TABLE> 
<CAPTION> 
                                                             December 31
                                                          1995        1994
                                                            (in millions)
  <S>                                                  <C>         <C>  
  Fair value of securities available-for-sale          $21,013.2   $18,148.5
  Cost of securities available-for-sale                 19,333.1    18,610.2
  Unrealized gain (loss)                                 1,680.1      (461.7)
  Adjustments to deferred acquisition costs               (492.1)      158.2
  Amounts required to satisfy
    policyholder commitments                              (510.1)        8.6
  Deferred income credits (taxes)                         (234.6)      105.9
  Valuation allowance for deferred tax assets                 --      (135.6)
  Net unrealized gain (loss) on
    securities available-for-sale                      $   443.3   $  (324.6)
</TABLE> 
Adjustments to deferred acquisition costs and amounts required to satisfy 
policyholder commitments are netted against the Deferred Acquisition Costs 
asset account and included with the Future Policy Benefits, Claims and Claims 
Expense liability account on the balance sheet, respectively.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes

The Federal income tax expense (benefit) before cumulative effect of 
accounting change is as follows:
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
  <S>                                              <C>      <C>       <C>  
  Current                                          $172.5   $(93.4)   $261.3
  Deferred                                          (45.0)   133.8    (118.8)
  Total                                            $127.5   $ 40.4    $142.5
</TABLE> 
Cash paid for Federal income taxes in 1995, 1994 and 1993 was $27,500,000, 
$41,400,000 and $272,600,000, respectively.  The cash paid in 1995 is net of a 
$146,900,000 cash refund related to the carryback of 1994 capital losses to 
prior years.

The effective tax rate on pre-tax income before cumulative effect of 
accounting change is lower than the prevailing corporate Federal income tax 
rate.  A reconciliation of this difference is as follows:  
<TABLE> 
<CAPTION>  
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
   <S>                                             <C>       <C>      <C>   
  Tax rate times pre-tax income                    $157.3    $91.1    $117.5
  Effect of:
    Tax-exempt investment income                    (22.0)   (21.5)    (16.2)
    Participating policyholders' share                5.4      3.4       4.1
    Loss (gain) on sale of affiliates                  --    (24.1)     34.5
    Other items                                     (13.2)    (8.5)      2.6
  Provision for income taxes                       $127.5    $40.4    $142.5

  Effective tax rate                                 28.4%    15.5%     42.5%
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Federal income tax recoverable (liability) is as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                     <C>         <C> 
  Current                                                 $ (25.0)    $118.2
  Deferred                                                 (141.4)      16.3
  Total                                                   $(166.4)    $134.5
</TABLE> 
Significant components of the Company's net deferred tax asset (liability) are 
as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                      <C>        <C> 
  Deferred tax assets:
    Policy liabilities and accruals 
      and contractholder funds                             $ 694.5    $430.9
    Loss on investments                                         --      16.8
    Net unrealized loss on 
      securities available-for-sale                             --     161.6
    Postretirement benefits other than pensions               25.3      24.2
    Other                                                     39.5      34.6
  Total deferred tax assets                                  759.3     668.1
  Valuation allowance for deferred tax assets                   --    (135.6)
  Net deferred tax assets                                    759.3     532.5

  Deferred tax liabilities:
    Deferred acquisition costs                               218.8     475.5
    Net unrealized gain on 
      securities available-for-sale                          579.6        --
    Gain on investments                                        7.7        --
    Other                                                     94.6      40.7
  Total deferred tax liabilities                             900.7     516.2
  Net deferred tax (liability) asset                       $(141.4)   $ 16.3
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Company is required to establish a "valuation allowance" for any portion 
of its deferred tax assets which are unlikely to be realized.  At December 31, 
1994, $161,600,000 of deferred tax assets relating to net unrealized capital 
losses on fixed maturity and equity securities available-for-sale were 
available to be recorded in shareholder's equity before considering a 
valuation allowance.  For Federal income tax purposes, capital losses may only 
be used to offset capital gains in the current year or during a three year 
carryback and five year carryforward period.  Due to these restrictions, and 
the uncertainty at that time of future capital gains, these deferred tax 
assets were substantially offset by a valuation allowance of $135,600,000.  By 
December 31, 1995, the fair values of fixed maturity and equity securities 
available-for-sale were greater than the cost basis resulting in unrealized 
capital gains.  Accordingly, no valuation allowance was established as of 
December 31, 1995 since management believes it is more likely than not that 
the Company will realize the benefit of its deferred tax assets.

Prior to 1984, a portion of the life companies' current income was not subject 
to current income tax, but was accumulated for income tax purposes in a 
memorandum account designated as "policyholders' surplus." The total of the 
life companies' balances in their respective "policyholders' surplus" accounts 
at December 31, 1983 of $204,800,000 was "frozen" by the Tax Reform Act of 
1984 and, accordingly, there have been no additions to the accounts after that 
date.  That portion of current income on which income taxes have been paid 
will continue to be accumulated in a memorandum account designated as 
"shareholder surplus," and is available for dividends to the shareholder 
without additional payment of tax.  The December 31, 1995 total of the life 
companies' account balances for their "shareholder surplus" was 
$1,554,000,000.  Should dividends to the shareholder for each life company 
exceed its respective "shareholder surplus," amounts would need to be 
transferred from its respective "policyholders' surplus" and would be subject 
to Federal income tax at that time.  In connection with the 1993 sale of a 
life insurance affiliate (see Note 10), $8,800,000 was transferred from 
policyholders' surplus to shareholder surplus and current income tax of 
$3,100,000 was paid.  Under existing or foreseeable circumstances, the Company 
neither expects nor intends that distributions will be made from the remaining 
balance in "policyholders' surplus" of $196,000,000 that will result in any 
such tax.  Accordingly, no provision for deferred income taxes has been 
provided by the Company on its "policyholders' surplus" account.  In the event 
that such excess distributions are made, it is estimated that income taxes of 
approximately $68,600,000 would be due.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data

The balance sheet captions, "Real Estate," "Other Investments" and "Property 
and Equipment," are shown net of allowances for depreciation as follows: 

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Real estate                                               $ 51.6    $ 37.0
  Other investments                                           14.6      12.2
  Property and equipment                                     100.7     104.7
</TABLE> 

Details underlying the balance sheet caption, "Contractholder Funds," are as 
follows: 

<TABLE>
<CAPTION> 
                                                            December 31
                                                          1995        1994
                                                           (in millions)
<S>                                                    <C>         <C> 
  Premium deposit funds                                $17,886.9   $16,770.3
  Undistributed earnings on participating business          91.9        63.6
  Other                                                    193.0       194.7
  Total                                                $18,171.8   $17,028.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

Details underlying the balance sheet captions, "Short-term and Long-term 
Debt," are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Short-term debt:
    Short-term notes                                        $123.5    $150.8
    Current portion of long-term debt                          1.3       2.9
  Total short-term debt                                     $124.8    $153.7

  Long-term debt less current portion:
    7% mortgage note payable, due 1996                      $   --    $  4.9
    9.48% mortgage note payable, due 1996                       --       7.7
    12% mortgage note payable, due 1996                         --        .2
    8.42% mortgage note payable, due 1997                      7.0       7.2
    8.25% mortgage note payable, due 1997                     10.1      10.2
    8% mortgage note payable, due 1997                         2.1        --
    8.75% mortgage note payable, due 1998                     18.4      18.8
    9.75% mortgage note payable, due 2002                      3.2       5.8
  Total long-term debt                                      $ 40.8    $ 54.8
</TABLE> 

Future maturities of long-term debt are as follows (in millions):

      1996 -- $ 1.3    1998 -- $18.4    2000       -- $ --
      1997 --  19.2    1999 --    --    Thereafter --  3.2

Cash paid for interest for 1995, 1994 and 1993 was $67,000, $615,000 and 
$96,000, respectively.

Reinsurance transactions included in the income statement caption, "Insurance 
Premiums," are as follows:

<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                  <C>      <C>      <C> 
  Insurance assumed                                  $777.6   $910.8   $807.5
  Insurance ceded                                     441.7    716.7    568.6
  Net reinsurance premiums                           $335.9   $194.1   $238.9
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

The income statement caption, "Benefits and Settlement Expenses," is net of 
reinsurance recoveries of $456,000, $524,000 and $438,000 for the years ended 
December 31, 1995, 1994 and 1993, respectively.

The income statement caption, "Underwriting, Acquisition, Insurance and Other 
Expenses," includes amortization of deferred acquisition costs of 
$399,700,000, $115,200,000 and $241,000,000 for the years ended December 31, 
1995, 1994 and 1993, respectively.  An additional $(85,200,000), $81,200,000 
and ($23,700,000) of deferred acquisition costs was restored (amortized) and 
netted against "Realized Gain (Loss) on Investments" for the years ended 
December 31, 1995, 1994 and 1993, respectively.

6. Employee Benefit Plans

Pension Plans

LNC maintains funded defined benefit pension plans for most of its employees 
and, prior to January 1, 1995, full-time agents.  The benefits for employees 
are based on total years of service and the highest 60 months of compensation 
during the last 10 years of employment.  The benefits for agents were based on 
a percentage of each agent's yearly earnings.  The plans are funded by 
contributions to tax-exempt trusts.  The Company's funding policy is 
consistent with the funding requirements of Federal laws and regulations.  
Contributions are intended to provide not only the benefits attributed to 
service to date, but also those expected to be earned in the future.  Plan 
assets consist principally of listed equity securities and corporate 
obligations and government bonds.

All benefits applicable to the funded defined benefit plan for agents were 
frozen as of December 31, 1994.  The curtailment of this plan did not have a 
significant effect on net pension cost for 1994.  Effective January 1, 1995, 
pension benefits for agents have been provided by a new defined contribution 
plan.  Contributions to this plan will be based on 2.3% of an agent's earnings 
up to the social security wage base and 4.6% of any excess.

LNC also administers two types of unfunded, nonqualified, defined benefit 
plans for certain employees and agents.  A supplemental retirement plan 
provides defined benefit pension benefits in excess of limits imposed by 
Federal tax law.  A salary continuation plan provides certain officers of the 
Company defined pension benefits based on years of service and final monthly 
salary upon death or retirement. 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The status of the funded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                             (in millions)
<S>                                                       <C>        <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                       $(162.1)   $(130.5)
    Nonvested benefits                                       (9.2)      (7.3)
  Accumulated benefit obligation                           (171.3)    (137.8)
  Effect of projected future compensation increases         (37.2)     (24.3)
  Projected benefit obligation                             (208.5)    (162.1)
  Plan assets at fair value                                 196.4      159.3
  Projected benefit obligations in
    excess of plan assets                                   (12.1)      (2.8)
  Unrecognized net loss (gain)                               12.6        (.5)
  Unrecognized prior service cost                             1.2        1.1
  Prepaid (accrued) pension cost 
    included in other liabilities                         $   1.7    $  (2.2)
</TABLE> 

The status of the unfunded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows: 

<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995      1994
                                                               (in millions)
<S>                                                           <C>       <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                           $(7.0)    $(5.4)
    Nonvested benefits                                         (1.5)     (1.0)
  Accumulated benefit obligation                               (8.5)     (6.4)
  Effect of projected future compensation increases            (2.4)     (2.5)
  Projected benefit obligation                                (10.9)     (8.9)
  Unrecognized transition obligation                             --        --
  Unrecognized net loss (gain)                                  1.0       (.3)
  Unrecognized prior service cost                                .8        .8
  Accrued pension costs included in other liabilities         $(9.1)    $(8.4)
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The determination of the projected benefits obligation for the defined benefit 
plans was based on the following assumptions:
<TABLE> 
<CAPTION> 
                                                        1995    1994    1993
  <S>                                                   <C>     <C>     <C>  
  Weighted-average discount rate                         7.0%    8.0%    7.0%
  Rate of increase in compensation:
    Salary continuation plan                             6.0     6.5     6.0
    All other plans                                      5.0     5.0     5.0
  Expected long-term rate of return on plan assets       9.0     9.0     9.0
</TABLE> 
The components of net pension cost for the defined benefit pension plans are 
as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
   <S>                                                 <C>     <C>     <C> 
  Service cost-benefits earned during the year         $ 5.0   $ 8.9   $ 8.5
  Interest cost on projected benefit obligation         13.2    12.9    12.4
  Actual return on plan assets                         (36.3)    4.7   (20.1)
  Net amortization (deferral)                           22.9   (18.6)    6.1
  Net pension cost                                     $ 4.8   $ 7.9   $ 6.9
</TABLE> 

401(k)

LNC and the Company sponsor contributory defined contribution plans for 
eligible employees and agents.  The Company's contributions to the plans are 
equal to each participant's pre-tax contribution, not to exceed 6% of base 
pay, multiplied by a percentage, ranging from 25% to 150%, which varies 
according to certain incentive criteria as determined by LNC's Board of 
Directors.  Expense for these plans amounted to $8,000,000, $13,200,000 and 
$11,800,000 in 1995, 1994 and 1993, respectively.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

Postretirement Medical and Life Insurance Benefit Plans

LNC sponsors unfunded defined benefit plans that provide postretirement 
medical and life insurance benefits to full-time employees and agents who, 
depending on the plan, have worked for the Company 10 to 15 years and attained 
age 55 to 60.  Medical benefits are also available to spouses and other 
dependents of employees and agents.  For medical benefits, limited 
contributions are required from individuals retired prior to November 1, 1988; 
contributions for later retirees, which can be adjusted annually, are based on 
such items as years of service at retirement and age at retirement.  The life 
insurance benefits are noncontributory, although participants can elect 
supplemental contributory benefits.

The status of the postretirement medical and life insurance benefit plans and 
the amounts recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995       1994
                                                              (in millions)
 <S>                                                       <C>        <C>  
  Accumulated postretirement benefit obligation:
    Retirees                                               $(39.8)    $(34.9)
    Fully eligible active plan participants                  (9.9)      (7.0)
    Other active plan participants                          (20.8)     (15.0)
  Accumulated postretirement benefit obligation             (70.5)     (56.9)
  Unrecognized net gain                                       (.8)      (5.5)
  Accrued plan cost included in other liabilities          $(71.3)    $(62.4)
</TABLE> 
The components of periodic postretirement benefit cost are as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
  <S>                                                   <C>     <C>     <C>    
  Service cost                                          $1.5    $1.7    $2.6
  Interest cost                                          4.4     4.2     4.6
  Amortization cost (credit)                             (.8)     .1      --
  Net periodic postretirement benefit cost              $5.1    $6.0    $7.2
</TABLE> 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The calculation of the accumulated postretirement benefit obligation assumes a 
weighted-average annual rate of increase in the per capita cost of covered 
benefits (i.e., health care cost trend rate) of 9.5% for 1996 gradually 
decreasing to 5.5% by 2004 and remaining at that level thereafter.  The health 
care cost trend rate assumption has a significant effect on the amounts 
reported.  For example, increasing the assumed health care cost trend rates by 
one percentage point each year would increase the accumulated postretirement 
benefit obligation as of December 1995 and 1994 by $5,100,000 and $4,100,000, 
respectively, and the aggregate of the estimated service and interest cost 
components of net periodic postretirement benefit cost for the year ended 
December 31, 1995 by $488,000.  The calculation assumes a long-term rate of 
increase in compensation of 5.0% for both December 31, 1995 and 1994.  The 
weighted-average discount rate used in determining the accumulated 
postretirement benefit obligation was 7.0% and 8.0% at December 31, 1995 and 
1994, respectively.


7. Restrictions, Commitments and Contingencies

Shareholder's Equity Restrictions

Net income as determined in accordance with statutory accounting practices for 
the Company and its insurance subsidiaries in 1995, 1994 and 1993 was 
$284,500,000, $366,700,000 and $237,000,000, respectively.  The Company's 
shareholder's equity as determined in accordance with statutory accounting 
practices at December 31, 1995 and 1994 was $1,732,900,000 and $1,679,700,000, 
respectively.

The Company is subject to certain insurance department regulatory restrictions 
as to the transfer of funds and payments of dividends to LNC.  In 1996, the 
Company can transfer up to $284,500,000 without seeking prior approval from 
the insurance regulators.


Disability Income Claims

The liability for disability income claims net of the related asset for 
amounts recoverable from reinsurers at December 31, 1995 and 1994 is a net 
liability of $602,600,000 and $441,700,000, respectively, excluding deferred 
acquisition costs.  The bulk of the increase to this liability relates to the 
assumption of a large block of disability claim reserves and related assets 
during the third quarter of 1995.  In addition, as indicated in Note 2, the 
Company strengthened its disability income reserves and wrote off certain 
related deferred acquisition costs in the fourth quarter of 1995.  The 
reserves were established on the assumption that the recent experience will 
continue in the future.  If incidence levels or claim termination rates vary 
significantly from these assumptions, further adjustments to reserves may be 
required in the future.  It is not possible to provide a meaningful estimate 
of a range of possible outcomes at this time.  The Company reviews and updates 
the level of these reserves on an on-going basis.

Compliance of Qualified Annuity Plans

Tax authorities continue to focus on compliance of qualified annuity plans 
marketed by insurance companies.  If sponsoring employers cannot demonstrate 
compliance and the insurance company is held responsible due to its marketing 
efforts, the Company and other insurers may be subject to potential liability.  
It is not possible to provide a meaningful estimate of the range of potential 
liability at this time.  Management continues to monitor this matter and to 
take steps to minimize any potential liability.

Group Pension Annuities

The liabilities for guaranteed interest and group pension annuity contracts, 
which are no longer being sold, are supported by a single portfolio of assets 
which attempts to match the duration of these liabilities.  Due to the very 
long-term nature of group pension annuities and the resulting inability to 
exactly match cash flows, a risk exists that future cash flows from 
investments will not be reinvested at rates as high as currently earned by the 
portfolio.  This situation could cause losses which would be recognized at 
some future time.

Leases 
   
The Company and certain of its subsidiaries lease their home office properties 
through sale-leaseback agreements.  The agreements provide for a 25 year lease 
period with options to renew for six additional terms of five years each.  The 
agreements also provide the Company with the right of first refusal to 
purchase the properties during the term of the lease, including renewal 
periods, at a price as defined in the agreements.  In addition, the Company 
has the option to purchase the leased properties at fair market value as 
defined in the agreements on the last day of the initial 25 year lease period 
ending in 2009 or the last day of any of the renewal periods.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Total rental expense under operating leases in 1995, 1994 and 1993 was 
$24,400,000, $21,700,000 and $27,100,000.  Future minimum rental commitments 
are as follows (in millions):
<TABLE> 
<CAPTION> 
  <S>                                                            <C> 
  1996                                                           $ 20.9
  1997                                                             19.5
  1998                                                             18.3
  1999                                                             18.3
  2000                                                             17.7
  Thereafter                                                      172.4
  Total                                                          $267.1
</TABLE> 
Insurance Ceded and Assumed

The Company cedes insurance to other companies, including certain affiliates.  
The portion of risks exceeding each companys retention limit is reinsured 
with other insurers.  The Company seeks reinsurance coverage within the 
business segment that sells life insurance that limits its liabilities on an 
individual insured to $3,000,000.  To cover products other than life 
insurance, the Company acquires other insurance coverages with retentions and 
limits which management believes are appropriate for the circumstances.  The 
accompanying financial statements reflect premiums, benefits and settlement 
expenses and deferred acquisition costs, net of insurance ceded (see Note 5).  
The Company and its subsidiaries remain liable if their reinsurers are unable 
to meet their contractual obligations under the applicable reinsurance 
agreements.

The Company assumes insurance from other companies, including certain 
affiliates.  At December 31, 1995, the Company has provided $92,700,000 of 
statutory surplus relief to other insurance companies under reinsurance 
transactions.  Generally, such amounts are offset by corresponding receivables 
from the ceding company, which are secured by future profits on the reinsured 
business.  However, the Company is subject to the risk that the ceding company 
may become insolvent and the right of offset would not be permitted.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Vulnerability from Concentrations

At December 31, 1995, the Company did not have a material concentration of 
financial instruments in a single investee, industry or geographic location.  
Also at December 31, 1995, the Company did not have a concentration of 1) 
business transactions with a particular customer, lender or distributor, 2) 
revenues from a particular product of service, 3) sources of supply of labor 
or services used in the business or 4) a market or geographic area in which 
business is conducted that makes it vulnerable to an event that is at least 
reasonably possible to occur in the near term and which could cause a serve 
impact to the Company's financial condition.
   
Other Contingency Matters
 
The Company and its subsidiaries are involved in various pending or threatened 
legal proceedings arising from the conduct of their business.  In some 
instances, these proceedings include claims for punitive damages and similar 
types of relief in unspecified or substantial amounts, in addition to amounts 
for alleged contractual liability or requests for equitable relief.  After 
consultation with counsel and a review of available facts, it is management's 
opinion that these proceedings ultimately will be resolved without materially 
affecting the consolidated financial statements of the Company.
 
The number of insurance companies that are under regulatory supervision has 
resulted, and is expected to continue to result, in assessments by state 
guaranty funds to cover losses to policyholders of insolvent or rehabilitated 
companies.  Mandatory assessments may be partially recovered through a 
reduction in future premium taxes in some states.  The Company has accrued for 
expected assessments net of estimated future premium tax deductions.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Guarantees

The Company has guarantees with off-balance-sheet risks whose contractual 
amounts represent credit exposure.  Outstanding guarantees with off-balance-
sheet risks, shown in notional or contract amounts, are as follows:
<TABLE> 
<CAPTION> 
                                                               Notional or
                                                            Contract Amounts
                                                               December 31
                                                              1995    1994
                                                              (in millions)
  <S>                                                        <C>     <C> 
  Real estate partnerships                                   $ 3.3   $17.6
  Mortgage loan pass-through certificates                     63.6    78.2
  Total                                                      $66.9   $95.8
</TABLE> 
The Company has invested in real estate partnerships that use conventional 
mortgage loans.  In some cases, the terms of these arrangements involve 
guarantees by each of the partners to indemnify the mortgagor in the event a 
partner is unable to pay its principal and interest payments.  In addition, 
the Company has sold commercial mortgage loans through grantor trusts which  
issued pass-through certificates.  The Company has agreed to repurchase any  
mortgage loans which remain delinquent for 90 days at a repurchase price 
substantially equal to the outstanding principal balance plus accrued interest 
thereon to the date of repurchase.  It is management's opinion that the value 
of the properties underlying these commitments is sufficient that in the event 
of default the impact would not be material to the Company.  Accordingly, both 
the carrying value and fair value of these guarantees is zero at December 31, 
1995 and 1994.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Derivatives

The Company has derivatives with off-balance-sheet risks whose notional or 
contract amounts exceed the credit exposure.  The Company has entered into 
derivative transactions to reduce its exposure to fluctuations in interest 
rates, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risks.  In addition, the Company 
is subject to the risks associated with changes in the value of its 
derivatives; however, such changes in the value generally are offset by 
changes in the value of the items being hedged by such contracts.  Outstanding 
derivatives with off-balance-sheet risks, shown in notional or contract 
amounts along with their carrying value and estimated fair values, are as 
follows:
<TABLE> 
<CAPTION> 
                                                   Assets (Liabilities)
                                Notional or   Carrying Fair  Carrying Fair
                              Contract Amounts  Value Value   Value  Value
                                December 31     December 31    December 31
                               1995     1994     1995  1995    1994   1994
                                              (in millions)
<S>                         <C>       <C>        <C>    <C>    <C>    <C>     
Interest rate derivatives:
  Interest rate
    cap agreements          $5,110.0  $4,400.0   $22.7  $5.3   $23.3  $34.4
  Spread-lock 
   agreements                  600.0   1,300.0     (.9)  (.9)    3.2    3.2
  Financial
    futures contracts             --     382.5      --    --    (7.5)  (7.5)
  Interest rate swaps            5.0       5.0      .2    .2      .2     .2
                             5,715.0   6,087.5    22.0   4.6    19.2   30.3
  Foreign currency
    derivatives:
      Foreign exchange
        forward contracts       15.7      21.2     (.6)  (.6)     .2     .2
      Foreign currency
        options                 99.2        --     1.9   1.4      --     --
      Foreign currency
        swaps                   15.0        --      .4    .4      --     --
                               129.9      21.2     1.7   1.2      .2     .2
                            $5,844.9  $6,108.7   $23.7  $5.8   $19.4  $30.5
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

A reconciliation and discussion of the notional or contract amounts for the 
significant programs using derivative agreements and contracts is as follows:
<TABLE> 
<CAPTION> 
                                     Interest Rate Caps      Spread Locks
                                        December 31          December 31
                                      1995      1994       1995       1994
                                                   (in millions)
  <S>                              <C>        <C>        <C>        <C> 
  Balance at beginning of year     $4,400.0   $3,800.0   $1,300.0   $1,700.0
  New contracts                       710.0      600.0      800.0         --
  Terminations and maturities            --         --   (1,500.0)    (400.0)
  Balance at end of year           $5,110.0   $4,400.0   $  600.0   $1,300.0
</TABLE> 
<TABLE> 
<CAPTION> 
                                                 Financial Futures
                                          Contracts             Options
                                       1995       1994       1995      1994
                                                  (in millions)
  <S>                               <C>         <C>         <C>       <C>    
  Balance at beginning of year      $  382.5    $   33.1    $   --    $   --
  New contracts                        810.5     1,087.7     181.6     308.0
  Terminations and maturities       (1,193.0)     (738.3)   (181.6)   (308.0)
  Balance at end of year            $     --    $  382.5    $   --    $   --
</TABLE> 
<TABLE> 
<CAPTION> 
                                              Foreign Currency Derivatives
                                            Foreign
                                            Exchange       Foreign   Foreign
                                            Forward       Currency   Currency
                                           Contracts       Options     Swaps
                                         1995    1994    1995  1994 1995  1994
                                                      (in millions)
  <S>                                   <C>     <C>    <C>     <C>  <C>    <C>  
  Balance at beginning of year          $ 21.2  $  --  $   --  $--  $  --  $--
  New contracts                          131.2   38.5   356.6   --   15.0   --
  Terminations and maturities           (136.7) (17.3) (257.4)  --     --   --
  Balance at end of year                $ 15.7  $21.2  $ 99.2  $--  $15.0  $--
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Interest Rate Caps

The interest rate cap agreements, which expire in 1997 through 2003, entitle 
the Company to receive payments from the counterparties on specified future 
reset dates, contingent on future interest rates.  For each cap, the amount of 
such quarterly payments, if any, is determined by the excess of a market 
interest rate over a specified cap rate times the notional amount divided by 
four.  The purpose of the Company's interest rate cap agreement program is to 
protect its annuity line of business from the effect of fluctuating interest 
rates.  The premium paid for the interest rate caps is included in other 
assets ($22,700,000 and $23,400,000 as of December 31, 1995 and 1994, 
respectively) and is being amortized over the terms of the agreements and is 
included in net investment income.

Spread Locks

Spread-lock agreements in effect at December 31, 1995 all expire in 2005.  
Spread-lock agreements provide for a lump sum payment to or by the Company 
depending on whether the spread between the swap rate and a specified U.S. 
Treasury note is larger or smaller than a contractually specified spread.  
Cash payments are based on the product of the notional amount, the spread 
between the swap rate and the yield of an equivalent maturity U.S. Treasury 
security and the price sensitivity of the swap at that time, expressed in 
dollars per basis point.  The purpose of the Company's spread-lock program is 
to protect a portion of its fixed maturity securities against widening of 
spreads.

Financial Futures

The Company uses exchange-traded financial futures contracts and options on 
those financial futures to hedge against interest rate risks and to manage 
duration of a portion of its fixed maturity securities.  Financial futures 
contracts obligate the Company to buy or sell a financial instrument at a 
specified future date for a specified price and may be settled in cash or 
through delivery of the financial instrument.  Cash settlements on the change 
in market values of financial futures contracts are made daily.  Options on 
financial futures give the Company the right, but not the obligation, to 
assume a long or short position in the underlying futures at a specified price 
during a specified time period.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Foreign Currency Derivatives 

The Company uses a combination of foreign exchange forward contracts, foreign 
currency options and foreign currency swaps, all of which are traded over-the-
counter, to hedge some of the foreign exchange risk of investments in fixed 
maturity securities denominated in foreign currencies.  The foreign currency 
forward contracts obligate the Company to deliver a specified amount of 
currency at a future date at a specified exchange rate.  Foreign currency 
options give the Company the right, but not the obligation, to buy or sell a 
foreign currency at a specific exchange rate during a specified time period.  
A foreign currency swap is a contractual agreement to exchange the currencies 
of two different countries pursuant to an agreement to reexchange the two 
currencies at the same rate of exchange at a specified future date.

Additional Derivative Information

Expenses for the agreements and contracts described above amounted to 
$5,600,000 and $5,400,000 in 1995 and 1994, respectively.  Deferred losses of 
$21,800,000 as of December 31, 1995, resulting from 1) terminated and expired 
spread-lock agreements, 2) financial futures contracts and 3) options on 
financial futures, are included with the related fixed maturity securities to 
which the hedge applied and are being amortized over the life of such 
securities.  

The Company is exposed to credit loss in the event of nonperformance by 
counterparties on interest rate cap agreements, spread-lock agreements, 
interest rate swaps, foreign exchange forward contracts, foreign currency 
options and foreign currency swaps, but the Company does not anticipate 
nonperformance by any of these counterparties.  The credit risk associated 
with such agreements is minimized by purchasing such agreements from financial 
institutions with long-standing, superior performance records.  The amount of 
such exposure is essentially the net replacement cost or market value for such 
agreements with each counterparty if the net market value is in the Company's 
favor.  At December 31, 1995, the exposure was $6,900,000.


8. Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to 
determine the estimated fair value of the Company's financial instruments.  
Considerable judgment is required to develop these fair values and, 
accordingly, the estimates shown are not necessarily indicative of the amounts 
that would be realized in a one time, current market exchange of all of the 
Company's financial instruments.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Fixed Maturity and Equity Securities

Fair values for fixed maturity securities are based on quoted market prices, 
where available.  For fixed maturity securities not actively traded, fair 
values are estimated using values obtained from independent pricing services 
or, in the case of private placements, are estimated by discounting expected 
future cash flows using a current market rate applicable to the coupon rate, 
credit quality and maturity of the investments.  The fair values for equity 
securities are based on quoted market prices.

Mortgage Loans on Real Estate

The estimated fair value of mortgage loans on real estate was established 
using a discounted cash flow method based on credit rating, maturity and 
future income when compared to the expected yield for mortgages having similar 
characteristics.  The rating for mortgages in good standing are based on 
property type, location, market conditions, occupancy, debt service coverage, 
loan to value, caliber of tenancy, borrower and payment record.  Fair values 
for impaired mortgage loans are measured based either on the present value of 
expected future cash flows discounted at the loan's effective interest rate, 
at the loan's market price or the fair value of the collateral if the loan is 
collateral dependent. 
 
Policy Loans
 
The estimated fair value of investments in policy loans was calculated on a 
composite discounted cash flow basis using Treasury interest rates consistent 
with the maturity durations assumed.  These durations were based on historical 
experience.
  
Other Investments and Cash and Invested Cash

The carrying value for assets classified as other investments and cash and 
invested cash in the accompanying balance sheets approximates their fair 
value.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Investment Type Insurance Contracts

The balance sheet captions, "Future Policy Benefits, Claims and Claims 
Expenses" and "Contractholder Funds," include investment type insurance 
contracts (i.e., deposit contracts and guaranteed interest contracts).  The 
fair values for the deposit contracts and certain guaranteed interest 
contracts are based on their approximate surrender values.  The fair values 
for the remaining guaranteed interest and similar contracts are estimated 
using discounted cash flow calculations based on interest rates currently 
being offered on similar contracts with maturities consistent with those 
remaining for the contracts being valued.

The remainder of the balance sheet captions, "Future Policy Benefits, Claims 
and Claims Expenses" and "Contractholder Funds," that do not fit the 
definition of "investment type insurance contracts" are considered insurance 
contracts.  Fair value disclosures are not required for these insurance 
contracts and have not been determined by the Company.  It is the Company's 
position that the disclosure of the fair value of these insurance contracts is 
important in that readers of these financial statements could draw 
inappropriate conclusions about the Company's shareholder's equity determined 
on a fair value basis if only the fair value of assets and liabilities defined 
as financial instruments are disclosed.  The Company and other companies in 
the insurance industry are monitoring the related actions of the various rule-
making bodies and attempting to determine an appropriate methodology for 
estimating and disclosing the "fair value" of their insurance contract 
liabilities.

Short-Term and Long-Term Debt

Fair values for long-term debt issues are estimated using discounted cash flow 
analysis based on the Company's current incremental borrowing rate for similar 
types of borrowing arrangements.  For short-term debt, the carrying value 
approximates fair value.

Guarantees

The Company's guarantees include guarantees related to real estate 
partnerships and mortgage loan pass-through certificates.  Based on historical 
performance where repurchases have been negligible and the current status, 
which indicates none of the loans are delinquent, the fair value liability for 
the guarantees related to the mortgage loan pass-through certificates is 
insignificant.  Fair values for all other guarantees are based on fees that 
would be charged currently to enter into similar agreements, taking into 
consideration the remaining terms of the agreements and the counterparties' 
credit standing.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Derivatives

The Company's derivatives include interest rate cap agreements, spread-lock 
agreements, foreign currency exchange contracts, financial futures contracts, 
options on financial futures, interest rate swaps, foreign currency options 
and foreign currency swaps.  Fair values for these contracts are based on 
current settlement values.  The current settlement values are based on quoted 
market prices for the foreign currency exchange contracts, financial future 
contracts and options on financial futures and on brokerage quotes, which 
utilized pricing models or formulas using current assumptions, for all other 
swaps and agreements.

Investment Commitments

Fair values for commitments to make investment in fixed maturity securities 
(primarily private placements), mortgage loans on real estate and real estate 
are based on the difference between the value of the committed investments as 
of the date of the accompanying balance sheets and the commitment date, which 
would take into account changes in interest rates, the counterparties' credit 
standing and the remaining terms of the commitments.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

The carrying values and estimated fair values of the Company's financial 
instruments are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31
                                            1995                 1994
                                   Carrying     Fair     Carrying     Fair
        Assets (Liabilities)         Value      Value      Value      Value
                                                  (in millions)
<S>                                <C>        <C>        <C>        <C> 
  Fixed maturity securities        $20,414.8  $20,414.8  $17,692.2  $17,692.2
  Equity securities                    598.4      598.4      456.3      456.3
  Mortgage loans on real estate      3,147.8    3,330.5    2,795.9    2,720.6
  Policy loans                         565.3      557.4      528.7      508.1
  Other investments                    241.2      241.2      158.2      158.2
  Cash and invested cash               802.7      802.7      990.9      990.9
  Investment type 
    insurance contracts:
      Deposit contracts and
        certain guaranteed
        interest contracts         (15,390.8) (15,179.1) (14,294.7) (14,052.5)
      Remaining guaranteed 
        interest and similar
        contracts                   (2,470.9)  (2,396.5)  (2,485.5)  (2,423.9)
  Short-term debt                     (124.8)    (124.8)    (153.7)    (153.7)
  Long-term debt                       (40.8)     (36.7)     (54.8)     (57.0)
  Derivatives                           23.7        5.8       19.4       30.5
  Investment commitments                  --        (.8)        --        (.5)
</TABLE> 

As of December 31, 1995 and 1994, the carrying value of the deposit contracts 
and certain guaranteed contracts is net of deferred acquisition costs of 
$333,797,000 and $399,000,000, respectively, excluding adjustments for 
deferred acquisition costs applicable to changes in fair value of securities.  
The carrying values of these contracts are stated net of deferred acquisition 
costs in order that they be comparable with the fair value basis.


9. Segment Information 

The Company has two major business segments:  Life Insurance and Annuities and 
Reinsurance.  The Life Insurance and Annuities segment offers universal life, 
pension products and other individual coverages through a network of career 
agents, independent general agencies and insurance agencies located within a 
variety of financial institutions.  These products are sold throughout the 
United States by the Company.   Reinsurance sells reinsurance products and 
services to insurance companies, HMOs, self-funded employers and other primary 
risk accepting organizations in the U.S. and economically attractive 
international markets.  Effective in the fourth quarter of 1995, operating 
results of the direct disability income business previously included in the 
Life Insurance and Annuities segment is now included in the Reinsurance 
segment.  This direct disability income business, which is no longer being 
sold, is now managed by the Reinsurance segment along with its disability 
income business.  Prior to the sale of 100% of the ownership of its primary 
underwriter of employee life-health benefit coverages in 1994 (see Note 10), 
the Employee Life-Health Benefits segment distributed group life and health 
insurance, managed health care and other related coverages through career 
agents and independent general agencies.  Activity which is not included in 
the major business segments is shown as "Other Operations."

"Other Operations" includes operations not directly related to the business 
segments and unallocated corporate items (i.e., corporate investment income, 
interest expense on corporate debt and unallocated corporate overhead 
expenses).

The revenue, pre-tax income and assets by segment for 1993 through 1995 are as 
follows:

<TABLE> 
<CAPTION> 
                                                  Year ended December 31
                                                1995       1994       1993
                                                       (in millions)
<S>                                           <C>        <C>        <C> 
  Revenue:
    Life Insurance and Annuities              $2,569.2   $2,065.3   $2,341.9
    Reinsurance                                  751.2      660.4      610.7
    Employee Life-Health Benefits                   --      314.9    1,326.8
    Other Operations                              16.1       74.6      (28.8)
    Total                                     $3,336.5   $3,115.2   $4,250.6
  Income (loss) before income taxes and 
   cumulative effect of accounting change:
      Life Insurance and Annuities            $  361.0   $   75.6   $  265.3
      Reinsurance                                 83.5       93.9       31.6
      Employee Life-Health Benefits                 --       22.9       83.0
      Other Operations                             5.0       67.8      (44.2)
      Total                                   $  449.5   $  260.2   $  335.7
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

9. Segment Information (continued)

<TABLE> 
<CAPTION> 
                                                         December 31
                                                1995        1994        1993
                                                        (in millions)
<S>                                          <C>         <C>         <C> 
  Assets:
    Life Insurance and Annuities             $45,280.0   $37,675.9   $36,021.0
    Reinsurance                                3,383.5     2,311.5     2,328.9
    Employee Life-Health Benefits                   --          --       588.5
    Other Operations                             923.6     1,038.1       770.0
    Total                                    $49,587.1   $41,025.5   $39,708.4
</TABLE> 

Provisions for depreciation and capital additions were not material.

10. Sale of Affiliates

In December 1993, the Company recorded a provision for loss of $98,500,000 
(also $98,500,000 after-tax) in the "Other Operations" segment for the sale of 
Security-Connecticut Life Insurance Company ("Security-Connecticut").  The 
sale was completed on February 2, 1994 through an initial public offering and 
the Company received cash and notes, net of related expenses, totaling 
$237,700,000.  The loss on sale and disposal expenses did not differ 
materially from the estimate recorded in the fourth quarter of 1993.  For the 
year ended December 31, 1993, Security-Connecticut, which operated in the Life 
Insurance and Annuities segment, had revenue of $274,500,000 and net income of 
$24,000,000.

In 1994, the Company completed the sale of 100% of the common stock of 
EMPHESYS (parent company of Employers Health Insurance Company, which 
comprised the Employee Life-Health Benefits segment) for $348,200,000 of cash, 
net of related expenses, and a $50,000,000 promissory note.  A gain on sale of 
$69,000,000 (also $69,000,000 after-tax) was recognized in 1994 in "Other 
Operations".  For the year ended December 31, 1993, EMPHESYS had revenues of 
$1,304,700,000 and net income of $55,300,000.  EMPHESYS had revenue and net 
income of $314,900,000 and $14,400,000, respectively, during the three months 
of ownership in 1994.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

11. Subsequent Event

In January 1996, LNC announced that it had signed a definitive agreement to 
acquire the group tax-sheltered annuity business of UNUM Corporation's 
affiliates.  This purchase is expected to be completed in the form of a 
reinsurance transaction with an initial ceding commission of approximately 
$70,000,000.  This ceding commission represents the present value of business 
in-force and, accordingly, will be classified as other intangible assets upon 
the close of this transaction.  This transaction, which is expected to close 
in the third quarter of 1996, will increase LNC's assets and policy 
liabilities and accruals by approximately $3,200,000,000.


12. Transactions With Affiliates

A wholly owned subsidiary of LNC, Lincoln Financial Group, Inc. ("LFGI"), has 
a nearly exclusive general agents contract with the Company under which it 
sells the Company's products and provides the service that otherwise would be 
provided by a home office marketing department and regional offices.  For 
providing these selling and marketing services, the Company paid LFGI override 
commissions and operating expense allowances of $81,900,000, $78,500,000 and 
$74,500,000 in 1995, 1994 and 1993, respectively.  LFGI incurred expenses of 
$10,400,000, $10,700,000 and $10,500,000 in 1995, 1994 and 1993, respectively, 
in excess of the override commission and operating expense allowances received 
from the Company, which the Company is not required to reimburse.

Cash and invested cash at December 31, 1995 and 1994 include the Company's 
participation in a short-term investment pool with LNC of $333,800,000 and 
$428,300,000, respectively.  Related investment income amounted to 
$22,500,000, $17,100,000 and $9,100,000 in 1995, 1994 and 1993, respectively.  
Short-term debt at December 31, 1995 and 1994 includes $67,000,000 and 
$68,600,000, respectively, borrowed from LNC.  The Company paid interest to 
LNC of $24,000, $8,000 and $137,000 in 1995, 1994 and 1993, respectively.

The Company provides services to and receives services from affiliated 
companies which resulted in a net receipt of $7,500,000, $13,900,000 and 
$18,900,000 in 1995, 1994 and 1993, respectively.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

12. Transactions With Affiliates (continued)

The Company both cedes and accepts reinsurance from affiliated companies.  
Premiums in the accompanying statements of income includes reinsurance 
transactions with affiliated companies as follows:

<TABLE> 
<CAPTION> 
                                                                Year ended
                                                                December 31
                                                               1995     1994
                                                               (in millions)
<S>                                                          <C>       <C> 
  Insurance assumed                                          $ 17.6    $ 19.8
  Insurance ceded                                             214.4     481.3
</TABLE> 

The balance sheets include reinsurance balances with affiliated companies as 
follows:

<TABLE> 
<CAPTION> 
                                                                December 31
                                                              1995      1994
                                                               (in millions)
<S>                                                         <C>        <C> 
  Future policy benefits and claims assumed                 $  344.8   $341.3
  Future policy benefits and claims ceded                    1,344.5    857.7
  Amounts recoverable on paid and unpaid losses                 65.9     36.8
  Reinsurance payable on paid losses                             5.5      3.5
  Funds held under reinsurance treaties-net liability          712.3    238.4
</TABLE> 

Substantially all reinsurance ceded to affiliated companies is with 
unauthorized companies.  To take a reserve credit for such reinsurance, the 
Company holds assets from the reinsurer, including funds held under 
reinsurance treaties, and is the beneficiary on letters of credit aggregating 
$340,800,000 and $308,200,000 at December 31, 1995 and 1994, respectively.  At 
December 31, 1995 and 1994, LNC had guaranteed $275,300,000 and $298,200,000, 
respectively, of these letters of credit.  At December 31, 1995, the Company 
has a receivable (included in the foregoing amounts) from affiliated insurance 
companies in the amount of $241,900,000 for statutory surplus relief received 
under financial reinsurance ceded agreements.

 

                 
<PAGE>
 
Report of Ernst & Young LLP, Independent Auditors

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Lincoln 
National Life Insurance Company, a wholly owned subsidiary of Lincoln National 
Corporation, as of December 31, 1995 and 1994, and the related consolidated 
statements of income, shareholder's equity and cash flows for each of the three 
years in the period ended December 31, 1995. Our audits also included the 
financial statement schedules listed on B-   . These financial statements and 
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedules 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 consolidated financial position of The Lincoln 
National Life Insurance Company at December 31, 1995, and 1994, and the 
consolidated results of its operations and its cash flows for each of the three 
years in the period ended December 31, 1995, in conformity with generally 
accepted accounting principles. Also, in our opinion, the related financial 
statement schedules, when considered in relation to the basic financial 
statements taken as a whole, present fairly in all material respects the 
information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 1993 the 
Company changed its method of accounting for postretirement benefits other than 
pensions, accounting for impairment of loans and accounting for certain 
investments in debt and equity securities.

    
                             /S/ ERNST & YOUNG LLP 

Fort Wayne, Indiana      
February 7, 1996

<PAGE>
 
FINANCIAL SCHEDULES

The following consolidated financial statement schedules of The Lincoln National
Life Insurance Company and subsidiaries are included on Pages B-     through 
B-   . 

I   Summary of Investments Other than Investments in Related Parties December 
    31, 1995

III Supplementary Insurance Information Years ended December 31, 1995, 1994 and
    1993
 
IV  Reinsurance Years ended December 31, 1995, 1994 and 1993

V   Valuation and Qualifying Accounts Years ended December 31, 1995, 1994 and 
    1993

All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under the 
related instructions, are inapplicable or the required information is included 
in the consolidated financial statements, and therefore have been omitted.


<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule I
Summary of Investments Other Than Investments in Related Parties

December 31, 1995
(000's omitted)

<TABLE> 
<CAPTION> 
                 Column A                           Column B      Column C        Column D
                                                                                 Amount at
                                                                                   Which 
                                                                                  Shown in
                                                                                the Balance 
            Type of Investment                        Cost          Value          Sheet
<S>                                              <C>            <C>           <C> 
Fixed maturity securities available-for-sale:
  Bonds:
    United States Government and 
      government agencies and authorities        $    569,552   $   653,444   $   653,444
    States, municipalities
      and political subdivisions                       12,325        12,375        12,375
    Mortgage-backed securities                      4,891,521     5,184,751     5,184,751
    Foreign governments                               927,901       997,567       997,567
    Public utilities                                2,572,309     2,772,990     2,772,990
    Convertibles and bonds
      with warrants attached                          181,431       199,658       199,658
    All other corporate bonds                       9,658,371    10,551,770    10,551,770
  Redeemable preferred stocks                          39,427        42,230        42,230
Total fixed maturity securities                    18,852,837    20,414,785    20,414,785

Equity securities available-for-sale:
  Common stocks:
    Public utilities                                    8,980        10,989        10,989
    Banks, trust and insurance companies               74,897        89,197        89,197
    Industrial, miscellaneous and all other           345,434       436,556       436,556
  Nonredeemable preferred stocks                       50,950        61,693        61,693
Total equity securities                               480,261       598,435       598,435

Mortgage loans on real estate                       3,176,275                   3,147,783 (A)
Real estate:
  Investment properties                               635,135                     635,135
  Acquired in satisfaction of debt                    157,441                     110,888 (A)
Policy loans                                          565,325                     565,325
Other investments                                     253,015                     241,219 (A)
Total investments                                 $24,120,189                 $25,713,570
</TABLE>

(A)  Investments which are deemed to have declines in value that are other than
temporary are written down or reserved for to reduce their carrying value to 
their estimated realizable value.

<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information
(000's omitted)

<TABLE> 
<CAPTION> 
             Column A                     Column B       Column C       Column D     Column E       Column F
                                                       Future Policy
                                                         Benefits,                 Other Policy
                                          Deferred      Claims and                  Claims and
                                         Acquisition      Claim         Unearned     Benefits       Premium
              Segment                       Costs        Expenses       Premiums      Payable      Revenue (A)
<S>                                      <C>            <C>             <C>        <C>             <C>  
Year ended December 31, 1995:
  Life insurance and annuities           $  713,213     $6,530,475       $ 9,145        $--        $  685,258
  Reinsurance                               247,921      1,855,039        45,951         --           611,416
  Other (including consolidating
     adjustments)                            (7,300)        49,505            78         --               622
Total                                    $  953,834     $8,435,019      $ 55,174        $--        $1,297,296

Year ended December 31, 1994:
  Life insurance and annuities           $1,427,692     $5,888,581      $ 11,201        $--        $  647,416
  Reinsurance                               304,913      1,626,033        51,618         --           542,034
  Employee life-health benefits                  --             --            --         --           299,338
  Other (including consolidating
    adjustments)                              3,921         26,158        (1,347)        --             1,076
Total                                    $1,736,526     $7,540,772      $ 61,472        $--        $1,489,864

Year ended December 31, 1993:
  Life insurance and annuities           $  999,126     $6,782,207      $  5,188        $--        $  662,353
  Reinsurance                               298,787      1,616,088        54,157         --           491,397
  Employee life-health benefits                  --        228,892            --         --         1,243,576
  Other (including consolidating 
    adjustments)                                 --        171,043           315         --               387
Total                                    $1,297,913     $8,798,230     $  59,660        $--        $2,397,713
</TABLE>
 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information (continued)
(000's omitted)

<TABLE> 
<CAPTION> 
                Column A                     Column G      Column H         Column I       Column J     Column K
                                                                          Amortization
                                                           Benefits,      of Deferred
                                                Net       Claims and        Policy          Other
                                            Investment      Claim         Acquisition     Operating      Premium
                Segment                     Income (B)     Expenses          Costs       Expenses (B)    Written
<S>                                         <C>           <C>             <C>            <C>             <C> 
Year ended December 31, 1995:
  Life insurance and annuities              $1,741,231    $1,649,119        $298,020      $261,016         $--
  Reinsurance                                  134,000       472,198         101,729        93,750          --
  Other (including consolidating
    adjustments)                                24,399         1,299              --         9,898          --
Total                                       $1,899,630    $2,122,616        $399,749      $364,664         $--

Year ended December 31, 1994:
  Life insurance and annuities              $1,542,552    $1,554,479        $ 85,697      $349,529         $--
  Reinsurance                                  116,957       419,266          29,477       117,238          --
  Employee life-health benefits (C)             10,838       218,672              --        73,355          --
  Other (including consolidating
    adjustments)                                 3,634         1,630              --         5,682          --
Total                                       $1,673,981    $2,194,047        $115,174      $545,804         $--

Year ended December 31, 1993:
  Life insurance and annuities              $1,676,163    $1,615,883        $197,363      $268,066         $--
  Reinsurance                                  115,582       467,824          38,351        72,840          --
  Employee life-health benefits                 54,513       943,235              --       300,648          --
  Other (including consolidating
    adjustments)                               (22,799)        6,197           5,275          (744)         --
Total                                       $1,823,459    $3,033,139        $240,989      $640,810         $--

(A)  Includes insurance fees on universal life and other interest sensitive products.
(B)  The allocation of expenses between investments and other operations are based on a number of assumptions and estimates.  
Results would change if different methods were applied.
(C)  Includes data through the March 21, 1994 date of sale of the direct writer of employee life-health coverages.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule IV
Reinsurance (A)
(000's omitted)

<TABLE> 
<CAPTION> 
           Column A                      Column B      Column C       Column D     Column E      Column F
                                                                                                Percentage
                                                        Ceded         Assumed                   of Amount
                                          Gross        to Other      from Other        Net       Assumed
                                          Amount      Companies      Companies       Amount      to Net
<S>                                   <C>            <C>           <C>            <C>           <C>     
Year ended December 31, 1995:
  Life insurance in force             $ 51,570,782   $17,612,782   $142,794,000   $176,752,000    80.8%
  Premiums:
    Health insurance                       302,463       299,222        273,572        276,813    98.8
    Life insurance (B)                     658,936       142,523        504,070      1,020,483    49.4
Total                                 $    961,399   $   441,745   $    777,642   $  1,297,296

Year ended December 31, 1994:
  Life insurance in force             $ 79,802,000   $45,822,000   $125,640,000   $159,620,000    78.7%
  Premiums:
    Health insurance                       666,609       496,090        359,659        530,178    67.8
    Life insurance (B)                     629,185       220,678        551,179        959,686    57.4
Total                                 $  1,295,794   $   716,768   $    910,838   $  1,489,864

Year ended December 31, 1993:
  Life insurance in force             $135,401,000   $61,401,000   $109,257,000   $183,257,000    59.6%
  Premiums:
    Health insurance                     1,387,414       217,705        262,171      1,431,880    18.3
    Life insurance (B)                     771,408       350,907        545,332        965,833    56.5
Total                                 $  2,158,822   $   568,612   $    807,503   $  2,397,713

(A)  Special-purpose bulk reinsurance transactions have been excluded.
(B)  Includes insurance fees on universal life and other interest sensitive products.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule V
Valuation and Qualifying Accounts
(000's omitted)

<TABLE> 
<CAPTION> 
              Column A                            Column B              Column C             Column D     Column E
                                                                        Additions
                                                                    (1)          (2)
                                                                               Charged
                                                                  Charged        to
                                                  Balance at        to          Other                    Balance at
                                                  Beginning     Costs and      Accounts-   Deductions-    End of 
                                                  of Period    Expenses (A)    Describe    Describe (B)    Period
<S>                                               <C>          <C>             <C>         <C>           <C> 
Year ended December 31, 1995:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $ 56,614     $  2,659         $--       $ (30,781)     $ 28,492
    Reserve for real estate                          65,186       (7,227)         --         (11,406)       46,553
    Reserve for other long-term investments          13,492       (1,541)         --            (155)       11,796

Year ended December 31, 1994:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $220,671     $ 19,464         $--       $(183,521)     $ 56,614
    Reserve for real estate                         121,427       13,058          --         (69,299)       65,186
    Reserve for other long-term investments          26,730          262          --         (13,500)       13,492
  Included in other liabilities:
    Investment guarantees                             1,804        4,280          --          (6,084)           --

Year ended December 31, 1993:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $129,093     $136,717         $--       $ (45,139)     $220,671
    Reserve for real estate                         114,178       21,776          --         (14,527)      121,427
    Reserve for other long-term investments          31,582        3,905          --          (8,757)       26,730
  Included in other liabilities:
    Investment guarantees                            12,550        1,674          --         (12,420)        1,804

(A)  Exclude charges for the direct write-off of assets.  The negative amounts represent improvements in the underlying assets for 
which valuation accounts had previously been established.
(B)  Deductions reflect sales or foreclosures of the underlying holdings.
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