LINCOLN LIFE
1300 S. Clinton Street
Fort Wayne, IN 46802
Writer's Direct Dial: 219/455-3018
Telefax Number: 219/455-5135
June 6, 1997
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
Re: Lincoln National Flexible Premium Variable Life Account D
Withdrawal of Registration Statement on Form S-6; File No.
33-90406
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, on
behalf of Lincoln National Flexible Premium Variable Life Account
D ("Variable Life Account"), I hereby request that the above
referenced registration statement on Form S-6 filed with the
Commission on March 17, 1995, be withdrawn.
After filing the registration statement (File No. 33-
90406), the management of Lincoln National Life Insurance Company
("Lincoln Life") determined that the flexible premium variable
life insurance policy prototype that is the subject of 33-90406
would not be offered or sold to the public. Lincoln Life has
neither offered nor sold the policy nor does it intend to offer
or sell it in the future.
The registration of the unit investment trust for the
Variable Life Account (File No. 811-4592) will continue to exist
under the Investment Company Act of 1940 to fund another variable
life insurance policy which is registered separately under the
Securities Act of 1933.
Please call me at the number printed above if you have
questions or comments about this request.
Sincerely,
/s/ Jeremy Sachs
Jeremy Sachs
Senior Counsel
cc: Ed MacDonald, Esq.
Kevin Kirchoff, Esq.
Robert J. Routier, Esq.
