Mail Stop 6010								March 7, 2006

Charles Brawley
Associate General Counsel
The Lincoln National Life Insurance Company Agents` Savings and
Profit Sharing Plan
1300 South Clinton Street
Fort Wayne, IN 46802

Re: 	The Lincoln National Life Insurance Company Agents` Savings
and
Profit Sharing Plan (the "Company")
      Registration Statement on Form S-1 filed February 17, 2006
      File No. 333-131997

Dear Mr. Brawley:

      This is to advise you that we are not conducting a full
review
of the Form S-1 filed by the company on February 17, 2006.
However,
we are monitoring the filing for required signatures (See Note 1
to
the Form S-1 signature page), the fact that you have not
incorporated
your 2005 annual report by reference (see Item VII.C. to Form S-
1),
inclusion of a discussion relating to the Plan of Distribution
(see
Item 8 to Form S-1), a description of the Plan Interests (Item 9)
and
because you have registered an indeterminate number of Plan
Interests.   Please revise the registration statement to include
this
information.  In the case of the indeterminate number of plan
interests, you must quantify the plan interests or provide us with
an
analysis explaining your belief that an indeterminate number is
appropriate.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      As appropriate, please amend your filing in response to
these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.

      Any comments or questions may be directed to Zafar Hasan at
(202) 551-3653 or to me at (202) 551-3715.

      Sincerely,





								Jeffrey Riedler
								Assistant Director


cc:	Dennis Schoff
	Centre Square West Tower
	1500 Market Street
	Suite 3900
	Philadelphia, PA 19102
	F:  215-

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