SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                                                         
     
                             Form 10-Q/A
              QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended June 30, 1994            Commission file number 1-6028

                     LINCOLN NATIONAL CORPORATION


        (Exact name of registrant as specified in its charter)


       Indiana                                           35-1140070     


 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)


        200 East Berry Street, Fort Wayne, Indiana  46802-2706

               (Address of Principal Executive Offices)


Registrant's telephone number                           (219) 455-2000

Common Stock Outstanding July 28, 1994                      94,951,076



Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

                                  Yes [ X ]          No [   ]

                             Page 1 of 4



PART II - OTHER INFORMATION AND EXHIBITS

Item 4.  Submission of Matters to a Vote to Securityholders

    (a)      The matters discussed in (c) below were submitted to a vote at
             the Annual Meeting of Shareholders of the Registrant on May 12,
             1994.
    
    (c)  At the meeting referred to in (a) above, Shareholders of the 
         Registrant voted on matters as described below:
      
         1.  To elect four directors for three year terms

             Robert A. Anker
             Votes cast for = 85,163,163
             Votes withheld = 470,810

             Harry L. Kavetas
             Votes cast for = 85,103,171
             Votes withheld = 530,802

             M. Leanne Lachman
             Votes cast for = 85,136,864
             Votes withheld = 497,109

             Jill S. Ruckelshaus
             Votes cast for = 85,047,364
             Votes withheld = 586,609
 
         2.  To approve an amendment to the Registrant's Articles of 
             Incorporation that would increase the Registrant's 
             authorized Common Stock from 400,000,000 shares to 
             800,000,000 shares  
          
             Votes cast for = 75,828,877
             Votes cast against = 9,108,237
             Number of abstentions = 696,859
             Number of broker nonvotes = 0

      	 3.  To approve an amendment and restatement of a stock option 
             plan
          
             Votes cast for = 66,786,032
             Votes cast against = 13,663,753
             Number of abstentions = 1,147,924
             Number of broker nonvotes = 4,036,264

         4.  To approve a stock plan for directors

             Votes cast for = 74,140,197
             Votes cast against = 6,344,923
             Number of abstentions = 1,112,588
             Number of broker nonvotes = 4,036,265


                              Page 2 of 4


         5.  To approve a phantom stock plan for employees

             Votes cast for = 71,055,882
             Votes cast against = 9,399,817
             Number of abstentions = 1,142,009
             Number of broker nonvotes = 4,036,265


         6.  To approve an amendment and restatement of an executive 
             value sharing plan

             Votes cast for = 72,822,041
             Votes cast against = 7,549,384
             Number of abstentions = 1,278,018
             Number of broker nonvotes =3,984,530

                             Page 3 of 4   



                            SIGNATURE PAGE


                     Pursuant to the requirements of the

                     Securities Exchange Act of 1934, the registrant

                     has duly caused this amendment to be signed on its

                     behalf by the undersigned, thereunto duly

                     authorized.



                                LINCOLN NATIONAL CORPORATION


                                By  /S/ RICHARD C. VAUGHAN              

                                    Richard C. Vaughan,
                                    Senior Vice President and
                                    Chief Financial Officer



                                    /S/DONALD L. VAN WYNGARDEN          
                                    Donald L. Van Wyngarden,
                                    Second Vice President and Controller


            Date:  August 16, 1994

                               Page 4 of 4