8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

                   April 30, 2008                

Date of Report (Date of earliest event reported)

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 N. Radnor Chester Road, Suite A305, Radnor, Pennsylvania 19087

(Address of principal executive offices)  (Zip Code)

(484) 583-1400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On April 30, 2008, the registrant issued a press release correcting its average diluted shares outstanding for the quarter ended March 31, 2008, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.

The information, including the exhibit attached hereto, furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01.  Financial Statements and Exhibits

(c)   Exhibits.

The following exhibits are being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press release dated April 30, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINCOLN NATIONAL CORPORATION
By	/s/ Douglas N. Miller
Name:	Douglas N. Miller
Title:	Vice President and
	Chief Accounting Officer

Date:  April 30, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 30, 2008.

EX-99.1

                         NEWS RELEASE

Philadelphia, PA, April 30, 2008 – Lincoln Financial Group (NYSE:LNC) today announced that the average shares for the first quarter of 2008 reported in the press release dated April 29, 2008, were incorrect. The corrected average diluted shares and basic shares for the quarter ended March 31, 2008, were 262.8 million and 261.0 million, respectively. The effect on the per share items previously reported is set forth below. This change does not impact any of the other reported items in the first quarter of 2008.

LINCOLN NATIONAL CORPORATION
CORRECTIONS TO AMOUNTS RELEASED ON APRIL 29, 2008
(in millions, except per share data)
	For the Three Months Ended
	March 31, 2008
	Previously				Increase
	Reported		Corrected		(Decrease)
Average common shares outstanding, basic		258.1		261.0		2.9
Average common shares outstanding, diluted		259.9		262.8		2.9
Net income per share, basic	$	1.12	$	1.11	$	(0.01	)
Earnings per share, diluted:
Income from operations	$	1.28	$	1.27	$	(0.01	)
Income from continuing operations		1.13		1.12		(0.01	)
Net income		1.11		1.10		(0.01	)

The company will issue an updated press release and statistical supplement and post them to the web site, www.LincolnFinancial.com/investor, later today.

Definition of Income (Loss) from Operations - Income (loss) from operations, as used in the earnings release, are non-GAAP financial measures and is not a substitute for net income (loss), calculated using GAAP measures.  Income (loss) from operations represents GAAP net income excluding, as applicable, realized gains and losses on investments and derivatives, initial impact of the adoption of changes in accounting principles, reserve changes on business sold through reinsurance, gains and losses on the sale of subsidiaries and blocks of businesses, losses on early retirement of debt and income (loss) from discontinued operations.