Exhibit 4(n)

  -205-

[Form of 8.35% Note (Series B)]

          This Preferred Security is a Global Certificate
within the meaning of the Trust Agreement hereinafter referred
to and is registered in the name of The Depository Trust
Company (the "Depository") or a nominee of the Depository. 
This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the
Depository or its nominee only in the limited circumstances
described in the Trust Agreement and no transfer of this
Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except
in limited circumstances.

          Unless this Preferred Security is presented by an
authorized representative of The Depository Trust Company (55
Water Street, New York) to Lincoln National Capital II or its
agent for registration of transfer, exchange or payment, and
any Preferred Security issued is registered in the name of
Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

     Certificate Number       Number of Preferred Securities
          P-1                           4,000,000

                                        CUSIP No.
                                        534178207

          Certificate Evidencing Preferred Securities

                              of

                        Lincoln National Capital II

               8.35% Trust Originated Preferred Securities,
                                 Series B
              (liquidation amount $25 per Preferred Security)


          Lincoln National Capital II, a statutory business
trust formed under the laws of the State of Delaware (the
"Trust), hereby certifies that Cede & Co. (the "Holder") is
the registered owner of Four Million (4,000,000) preferred
securities of the Trust representing an undivided beneficial
interest in the assets of the Trust and designated the Lincoln
National Capital II 8.35% Trust Originated Preferred
Securities, Series B (Liquidation Amount $25 per Preferred
Security) (the "Preferred Securities").  The Preferred
Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form
for transfer as provided in Section 5.4 of the Trust Agreement
(as defined below).  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of
the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of
the Trust, dated as of August 21, 1996, as the same may be
amended from time to time (the "Trust Agreement") including
the designation of the terms of Preferred Securities as set
forth therein.  The Holder is entitled to the benefits of the
Guarantee Agreement entered into by Lincoln National
Corporation, an Indiana corporation, and The First National
Bank of Chicago, as guarantee trustee, dated as of August 21,
1996 (the "Guarantee"), to the extent provided therein.  The
Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to
the Trust at its principal place of business or registered
office.

          Upon receipt of this certificate, the Holder is
bound by the Trust Agreement and is entitled to the benefits
thereunder.

          IN WITNESS WHEREOF, one of the Administrative
Trustees of the Trust has executed this certificate this 21st
day of August 1996.


                         LINCOLN NATIONAL CAPITAL II


                         By:                                      
        
                            Name:  Jane C. Whitney
                            Administrative Trustee

                                ASSIGNMENT


FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:

                                                                  
        
(Insert assignee's social security or tax identification
number)

                                                                  
        
(Insert address and zip code of assignee)

and irrevocably appoints

                                                                  
        
agent to transfer this Preferred Security Certificate on the
books of the Trust.  The agent may substitute another to act
for him or her.


Date:                         

Signature:                         
(Sign exactly as your name appears on the other side of this
Preferred Security Certificate)

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE 
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

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