Exhibit 4(l)

[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.