SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Miller Douglas N (Last) (First) (Middle) CENTRE SQUARE WEST TOWER 1500 MARKET ST., SUITE 3900 (Street) PHILADELPHIA PA 19102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2004	3. Issuer Name and Ticker or Trading Symbol LINCOLN NATIONAL CORP [ LNC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP & CAO	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/26/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	374.05	D
Common Stock	3,790.06	I	By 401 (k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	05/14/2007	Common Stock	900	$29.47	D
Employee Stock Option (Right to Buy)	(3)	05/13/2008	Common Stock	900	$44.93	D
Employee Stock Option (Right to Buy)	(4)	05/12/2009	Common Stock	2,600	$50.83	D
Employee Stock Option (Right to Buy)	(5)	03/09/2010	Common Stock	1,900	$24.72	D
Employee Stock Option (Right to Buy)	(6)	03/08/2011	Common Stock	1,500	$43.48	D
Employee Stock Option (Right to Buy)	(7)	03/14/2012	Common Stock	1,500	$52.1	D

Explanation of Responses:

1. This form is being amended to reflect indirect ownership of shares owned in the Company's 401(k) Plan, to report 122.09 shares as Common Stock previously reported as DCP Phantom Stock Units in Table II because they are settled only in shares of the Company's common stock, and to remove references to Performance Stock Unit Awards, which are not derivative Securities.

2. Vested in four equal annual installments beginning on 5/14/98.

3. Vested in four equal annual installments beginning on 5/13/99.

4. Vests in four equal annual installments beginning on 5/12/2000.

5. Vests in four equal annual installments beginning on 3/9/2001.

6. Vests in four equal annual installments beginning on 3/8/2002.

7. Vests in four equal annual installments beginning on 3/14/03.

Remarks:

	/S/ Karen F. Kanjian, Attorney-in-Fact	02/24/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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