SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 FORM 8-K


                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


                  Date of Report:          March 29, 1994

                  Date of earliest                       
                   event reported:         March 21, 1994


                     LINCOLN NATIONAL CORPORATION                  
        (exact name of registrant as specified in its charter)      


     Indiana                       1-6028                       35-1140070   
    (State of              (Commission File Number)           (IRS Employer
  Incorporation)                                           Identification No.


200 East Berry Street,        Fort Wayne, Indiana                46802-2706   
    (Address of principal executive offices)                     (Zip Code)    



                               219-455-2000          
                      (Registrant's telephone number)


Item 2  Acquisition or Disposition of Assets

(a)  On March 21, 1994, Lincoln National Corporation sold 64% of the    
          outstanding capital stock of EMPHESYS Financial Group,
          Inc., ("EMPHESYS") a Delaware Corporation, through an
          initial public offering.  Net proceeds after deduction
          of expense related to the sale were $270,100,000, of
          which $220,100,000 was payable in cash and $50,000,000
          in a promissory note.  The sales proceeds represent a
          price of $22.00 per share.  This price was determined
          by the underwriters based on market demand.  EMPHESYS
          is a holding company with a 100% ownership of
          Employers Health Insurance Company ("Employers
          Health").  Employers Health, which is licensed in 46
          states provides managed care medical group insurance
          products, specialty group insurance products and
          administrative services for employers.

     Pro Forma Financial statements are set forth in Item 7 hereto.

(b)  Not applicable


Item 7 - Financial Statements and Exhibits

(a)       Not applicable

(b)  Pro Forma Condensed Consolidated Financial Information (Unaudited)
         
     Lincoln National Corporation ("LNC") believes that the following pro
     forma statements may not be indicative of the results that actually
     would have occurred if the divestitures described herein had been in
     effect on the dates indicated or indicative of the results which may be
     achieved in the future.

     The following pro forma condensed consolidated balance sheet of
     LNC and its subsidiaries as of December 31, 1993 and the pro forma
     condensed consolidated statement of income for the year ended
     December 31, 1993 have been prepared based on the historical
     results of operations and financial condition of LNC and include
     the 1994 divestiture by LNC of 64% of its interest in EMPHESYS
     Financial Group, Inc. ("EMPHESYS").  EMPHESYS is a holding
     company, formed in conjunction with this divestiture, which owned
     Employers Health Insurance Company at the time of sale.  Pro forma
     adjustments, which have been prepared by LNC's management, and the
     assumptions on which they are based are described in the
     accompanying notes to pro forma condensed consolidated financial
     statements.  While not considered a significant event as defined
     in the regulatory guidelines, pro forma adjustments have also been
     provided for the divestiture by LNC of its interest in Security
     Connecticut Corporation ("Security-Connecticut").  Security-
     Connecticut is a holding company, formed in conjunction with this
     divestiture, which owned both Security-Connecticut Life Insurance
     Company and Lincoln Security Life Insurance Company at the time of
     sale.  Acquisitions or other divestitures by LNC during 1993 have
     not been included in the following pro forma condensed
     consolidated financial statements since they are not material to
     LNC's financial position or results of operations either
     individually or in the aggregate.

     The pro forma condensed consolidated balance sheet assumes that LNC's
     divestiture of EMPHESYS and Security-Connecticut had been consummated as
     of December 31, 1993.  The pro forma condensed consolidated statement of
     income assumes that LNC's divestiture of EMPHESYS and Security-
     Connecticut had been consummated on January 1, 1993.  The actual
     disposition dates for EMPHESYS and Security-Connecticut were March 21,
     1994 and February 2, 1994, respectively.

     The pro forma financial statements should be read in conjunction with
     the notes thereto and the audited financial statements of LNC and notes
     thereto.

<TABLE>
<CAPTION>
                               PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)

                                             December 31, 1993
                                               (in millions)


                                               As Reported                                  Pro Forma                 
                                    Lincoln                                                Security-
                                    National                Security-        EMPHESYS      Connecticut
                                  Corporation   EMPHESYS   Connecticut     Adjustments     Adjustments Consolidated

ASSETS:
 <S>                              <C>          <C>         <C>             <C>    <C>     <C>    <C>    <C>                       
 Investments                      $29,731.9    $(636.1)    $(1,427.4)      $508.3 (b)     $227.2 (j)    $28,403.9
 Cash and invested cash               709.7       (8.0)        (19.2)                                       682.5
 Other                             17,938.8     (149.6)       (384.0)                                    17,405.2
   Total Assets                   $48,380.4    $(793.7)    $(1,830.6)      $508.3         $227.2        $46,491.6


LIABILITIES AND SHAREHOLDERS' EQUITY:

 Policy liabilities and accruals  $13,510.8    $(307.3)    $(1,310.5)      $              $             $11,893.0
 Contractholder funds              14,872.1      (25.1)        (56.7)                                    14,790.3
 Short and long-term debt             686.5       (6.5)                     128.1 (c)                       808.1
 Other liabilities                 15,238.7     (114.5)       (137.7)                      (98.5) (k)    14,888.0
   Total Liabilities               44,308.1     (453.4)     (1,504.9)       128.1          (98.5)        42,379.4

 Preferred Stock                      311.5                                                                 311.5
 Common Stock                         543.7       (8.8)         (2.9)         8.8 (d)        2.9 (l)        543.7
 Earned surplus                     2,303.7     (304.5)       (322.8)       361.6 (e)      322.8 (l)      2,360.8
 Other shareholders' equity           913.4      (27.0)                       9.8 (f)                       896.1 
   Total Shareholders' Equity       4,072.3     (340.3)       (325.7)       380.2          325.7          4,112.2 (p)


   Total Liabilities and
    Shareholders' Equity          $48,380.4    $(793.7)    $(1,830.6)      $508.3         $227.2        $46,491.6

</TABLE>

See notes to unaudited pro forma condensed consolidated financial statements.
<TABLE>
<CAPTION>

                            PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)

                                       Year Ended December 31, 1993
                                 (in millions, except per share amounts))


                                                As Reported                               Pro Forma                 
                                      Lincoln                                              Security-
                                      National                Security-        EMPHESYS    Connecticut
                                    Corporation   EMPHESYS   Connecticut     Adjustments   Adjustments   Consolidated
                                        (a)                                                                      
REVENUE:
  <S>                                 <C>        <C>           <C>            <C>    <C>    <C>    <C>      <C>                     
  Premiums and other considerations   $ 5,973.4  $(1,255.2)    $  (156.5)     $             $               $ 4,561.7
  Net investment income                 2,146.5      (47.4)       (109.4)       44.9 (g)      13.3 (m)        2,047.9
  Realized gain on investments            268.4       (2.1)         (8.6)                                       257.7
  Loss on sale of subsidiaries                                                                                       
    Total Revenue                       8,388.3   (1,304.7)       (274.5)       44.9        $ 13.3          $ 6,867.3


BENEFITS AND EXPENSES:
  Benefits and settlement expenses      5,628.3     (919.3)       (170.1)                   $               $ 4,538.9
  Underwriting, acquisition,
   insurance and other expenses         2,029.4     (295.2)        (61.3)                                     1,672.9
  Interest expense                         44.3                                  3.5 (h)                         47.8
    Total Benefits and Expenses         7,702.0   (1,214.5)       (231.4)        3.5                          6,259.6

    Income before Federal                                                                   
     Income Taxes and Cumulative                                                                                      
     Effect of Accounting Change          686.3      (90.2)        (43.1)       41.4          13.3              607.7
  
Federal Income Taxes                      172.5      (32.1)        (17.9)        7.4 (i)       4.7 (n)          134.6 
    
    Income before Cumulative
     Effect of Accounting Change      $   513.8   $  (58.1)     $  (25.2)    $  34.0        $  8.6          $   473.1 (o) (p)


Income before Cumulative Effect
 of Accounting Change Per Share           $5.02                                                                 $4.62 (p)

</TABLE>


See notes to unaudited pro forma condensed consolidated financial statements.




NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(a)  The information in the "As Reported" column for Lincoln National
     Corporation excludes the 1993 loss on sale of subsidiary related
     to the sale of Security-Connecticut Corporation.  Following is a
     reconciliation of the data shown in this column to the data shown
     in the 1993 annual report to shareholders and Form 10-K:

<TABLE>
                                                Elimination        
                                 Shareholders'  of Loss on    As Reported
                                  Report and      Sale of     in Pro Forma
                                  Form 10-K     Subsidiary     Statements
 
                                  (in millions, except per share amounts)    
     <S>                         <C>               <C>         <C> 
     Total Revenue               $8,289.8          $98.5       $8,388.3

     Income Before Cumulative
      Effect of Accounting Change   415.3           98.5          513.8

     Income Before Cumulative
      Effect of Accounting
      Change Per Share              $4.06           $.96          $5.02

</TABLE>
(b)  Adjustment to reflect the receipt of a promissory note from
     EMPHESYS ($50.0 million), a 36% interest in EMPHESYS Common Stock
     ($110.1 million), the cash proceeds from the sale of EMPHESYS
     Common Stock to the public ($235.4 million) less the expenses
     related to the sale ($15.3 million) and the cash proceeds by LNC's
     wholly owned subsidiary, Lincoln National Life Insurance Company
     ("LNL"), from its sale of 36% of EMPHESYS to its parent ($128.1
     million).  The interest rate on the promissory note is based on
     the 90 day LIBOR rate plus .75%.  The promissory note is payable
     in full on or before March 21, 1997.

(c)  Adjustment to reflect the issuance of commercial paper by the holding
     company, LNC, to purchase a 36% interest in EMPHESYS from LNL.

(d)  Adjustment to reflect consolidating adjustment for EMPHESYS'
     Common Stock.

(e)  Adjustment to reflect consolidating adjustment for EMPHESYS'
     earned surplus ($304.5 million) at December 31, 1993, the gain on
     the divestiture of EMPHESYS ($46.3 million) and the estimated
     results of operations of EMPHESYS from January 1, 1994 to the
     March 21, 1994 closing date ($10.8 million).

(f)  Adjustment to reflect consolidating adjustment for EMPHESYS' net
     unrealized gain on securities available-for-sale ($27.0 million),
     less the amount applicable to the divestiture of the 64% interest
     in EMPHESYS ($17.2 million).

(g)  Adjustment to reflect an increase in net investment income from
     the interest income related to the $50.0 million promissory note
     at an average interest rate of 4.5% ($2.3 million), the interest
     income from the investment of the net proceeds from the 64%
     divestiture of EMPHESYS in a 7 1/2 year Treasury Bond at 6.36%
     ($14.0 million), the interest income from the investment by LNL in
     a 7 1/2 year Treasury Bond at 6.36% of its proceeds from the 36%
     divestiture of EMPHESYS to its parent ($8.0 million), the
     investment income from the investment of the interest payments on
     the promissory note and the 6.36% Treasury Bonds at a short-term
     interest rate of 3.0% ($.2 million), and the equity earnings from
     the 36% ownership interest in EMPHESYS ($20.4 million).  The
     assumed earnings of EMPHESYS is the $58.1 million "As Reported"
     herein less the net of tax effect of the interest expense on the
     $50.0 million promissory note ($1.5 million).

(h)  Adjustment to reflect an increase in interest expense from the issuance
     of commercial paper by the holding company at an average rate of 2.75%.

(i)  Adjustment to reflect the tax effect of the pro forma adjustments, less
     the $20.4 equity in earnings from the 36% ownership interest in
     EMPHESYS, at the federal statutory tax rate for 1993 of 35%.  The effect
     of state taxes is not material to the pro forma consolidated results of
     operations of LNC.
     
(j)  Adjustment to reflect the receipt of a $65.0 million promissory
     note from Security-Connecticut and the cash proceeds from the sale
     of Security-Connecticut Common Stock ($187.0 million) less the
     expenses related to the sale ($14.8 million) and LNC's capital
     contribution to Security-Connecticut in January 1994 ($10.0
     million).  The interest rate on this promissory note is based on
     the 90 day LIBOR rate plus .75%.  The promissory note is payable
     in full on or before February 2, 1997.

(k)  Adjustment to reverse the reserve for loss on sale of Security-
     Connecticut recorded as of December 31, 1993. 

(l)  Adjustment to reflect consolidating adjustment for Security-
     Connecticut's Common Stock and earned surplus.

(m)  Adjustment to reflect an increase in net investment income from
     the investment income related to the $65.0 million promissory note
     at an average interest rate of 4.5% ($2.9 million), the interest
     income from the investment of the net proceeds from the
     divestiture of Security-Connecticut in a 7 1/2 year Treasury Bond
     at 6.36% ($10.3 million) and the investment income from the
     investment of the interest payments on the promissory note and the
     6.36% Treasury Bond at a short-term interest rate of 3.0% ($.1
     million).

(n)  Adjustment to reflect the tax effect of the pro forma adjustments at the
     federal statutory tax rate for 1993 of 35%.  The effect of state taxes
     is not material to the pro forma consolidated results of operations of
     LNC.

(o)  In March 1994, LNC recorded a gain on sale of EMPHESYS of $46.3
     million (also $46.3 million pre-tax).  This gain is not reflected
     in the pro forma condensed statement of income.

(p)  The accompanying pro forma EMPHESYS adjustments are based on the      
assumption that LNC will divest itself of 64% of such company.  Should the
underwriters exercise their entire overallotment option on or before  the
April 13, 1994 expiration date, LNC could divest up to 73% of EMPHESYS. 
The divestiture of an additional 9% of EMPHESYS would  increase pro forma
shareholder's equity by $5.2 million, increase the gain on sale by $7.1
million and decrease the pro forma income before  cumulative effect of
accounting change by $4.3 million ($.04 per share).



                              SIGNATURE PAGE

                                     
                       LINCOLN NATIONAL CORPORATION


          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, thereunto duly authorized.


                              
                                 Lincoln National Corporation
                                    
                                 By /s/ Richard C. Vaughan   
                                    Richard C. Vaughan
                                    Senior Vice President and
                                    Chief Financial Officer


                                 By /s/ Donald L. Van Wyngarden
                                    Donald L. Van Wyngarden
                                    Second Vice President and
                                    Controller








Date    March 29, 1994
[{"type": "8-K", "sequence": "1", "description": "TEXT", "secsgml_size_bytes": 17971}]
{"company-data": {"conformed-name": "LINCOLN NATIONAL CORP", "cik": "0000059558", "assigned-sic": "6311", "irs-number": "351140070", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06028", "film-number": "94519410"}, "business-address": {"street1": "1300 S CLINTON ST", "street2": "PO BOX 1110", "city": "FORT WAYNE", "state": "IN", "zip": "46801", "phone": "2194552000"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 8-K

                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                  Date of Report:          March 29, 1994

                  Date of earliest                       
                   event reported:         March 21, 1994

                     LINCOLN NATIONAL CORPORATION                  
        (exact name of registrant as specified in its charter)      

     Indiana                       1-6028                       35-1140070   
    (State of              (Commission File Number)           (IRS Employer
  Incorporation)                                           Identification No.

200 East Berry Street,        Fort Wayne, Indiana                46802-2706   
    (Address of principal executive offices)                     (Zip Code)    

                               219-455-2000          
                      (Registrant's telephone number)

Item 2  Acquisition or Disposition of Assets

(a)  On March 21, 1994, Lincoln National Corporation sold 64% of the    
          outstanding capital stock of EMPHESYS Financial Group,
          Inc., ("EMPHESYS") a Delaware Corporation, through an
          initial public offering.  Net proceeds after deduction
          of expense related to the sale were $270,100,000, of
          which $220,100,000 was payable in cash and $50,000,000
          in a promissory note.  The sales proceeds represent a
          price of $22.00 per share.  This price was determined
          by the underwriters based on market demand.  EMPHESYS
          is a holding company with a 100% ownership of
          Employers Health Insurance Company ("Employers
          Health").  Employers Health, which is licensed in 46
          states provides managed care medical group insurance
          products, specialty group insurance products and
          administrative services for employers.

     Pro Forma Financial statements are set forth in Item 7 hereto.

(b)  Not applicable

Item 7 - Financial Statements and Exhibits

(a)       Not applicable

(b)  Pro Forma Condensed Consolidated Financial Information (Unaudited)
         
     Lincoln National Corporation ("LNC") believes that the following pro
     forma statements may not be indicative of the results that actually
     would have occurred if the divestitures described herein had been in
     effect on the dates indicated or indicative of the results which may be
     achieved in the future.

     The following pro forma condensed consolidated balance sheet of
     LNC and its subsidiaries as of December 31, 1993 and the pro forma
     condensed consolidated statement of income for the year ended
     December 31, 1993 have been prepared based on the historical
     results of operations and financial condition of LNC and include
     the 1994 divestiture by LNC of 64% of its interest in EMPHESYS
     Financial Group, Inc. ("EMPHESYS").  EMPHESYS is a holding
     company, formed in conjunction with this divestiture, which owned
     Employers Health Insurance Company at the time of sale.  Pro forma
     adjustments, which have been prepared by LNC's management, and the
     assumptions on which they are based are described in the
     accompanying notes to pro forma condensed consolidated financial
     statements.  While not considered a significant event as defined
     in the regulatory guidelines, pro forma adjustments have also been
     provided for the divestiture by LNC of its interest in Security
     Connecticut Corporation ("Security-Connecticut").  Security-
     Connecticut is a holding company, formed in conjunction with this
     divestiture, which owned both Security-Connecticut Life Insurance
     Company and Lincoln Security Life Insurance Company at the time of
     sale.  Acquisitions or other divestitures by LNC during 1993 have
     not been included in the following pro forma condensed
     consolidated financial statements since they are not material to
     LNC's financial position or results of operations either
     individually or in the aggregate.

     The pro forma condensed consolidated balance sheet assumes that LNC's
     divestiture of EMPHESYS and Security-Connecticut had been consummated as
     of December 31, 1993.  The pro forma condensed consolidated statement of
     income assumes that LNC's divestiture of EMPHESYS and Security-
     Connecticut had been consummated on January 1, 1993.  The actual
     disposition dates for EMPHESYS and Security-Connecticut were March 21,
     1994 and February 2, 1994, respectively.

     The pro forma financial statements should be read in conjunction with
     the notes thereto and the audited financial statements of LNC and notes
     thereto.
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)

                                             December 31, 1993
                                               (in millions)

                                               As Reported                                  Pro Forma                 
                                    Lincoln                                                Security-
                                    National                Security-        EMPHESYS      Connecticut
                                  Corporation   EMPHESYS   Connecticut     Adjustments     Adjustments Consolidated

ASSETS:
Investments                      $29,731.9    $(636.1)    $(1,427.4)      $508.3 (b)     $227.2 (j)    $28,403.9
 Cash and invested cash               709.7       (8.0)        (19.2)                                       682.5
 Other                             17,938.8     (149.6)       (384.0)                                    17,405.2
   Total Assets                   $48,380.4    $(793.7)    $(1,830.6)      $508.3         $227.2        $46,491.6

LIABILITIES AND SHAREHOLDERS' EQUITY:

 Policy liabilities and accruals  $13,510.8    $(307.3)    $(1,310.5)      $              $             $11,893.0
 Contractholder funds              14,872.1      (25.1)        (56.7)                                    14,790.3
 Short and long-term debt             686.5       (6.5)                     128.1 (c)                       808.1
 Other liabilities                 15,238.7     (114.5)       (137.7)                      (98.5) (k)    14,888.0
   Total Liabilities               44,308.1     (453.4)     (1,504.9)       128.1          (98.5)        42,379.4

 Preferred Stock                      311.5                                                                 311.5
 Common Stock                         543.7       (8.8)         (2.9)         8.8 (d)        2.9 (l)        543.7
 Earned surplus                     2,303.7     (304.5)       (322.8)       361.6 (e)      322.8 (l)      2,360.8
 Other shareholders' equity           913.4      (27.0)                       9.8 (f)                       896.1 
   Total Shareholders' Equity       4,072.3     (340.3)       (325.7)       380.2          325.7          4,112.2 (p)

   Total Liabilities and
    Shareholders' Equity          $48,380.4    $(793.7)    $(1,830.6)      $508.3         $227.2        $46,491.6
See notes to unaudited pro forma condensed consolidated financial statements.
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)

                                       Year Ended December 31, 1993
                                 (in millions, except per share amounts))

                                                As Reported                               Pro Forma                 
                                      Lincoln                                              Security-
                                      National                Security-        EMPHESYS    Connecticut
                                    Corporation   EMPHESYS   Connecticut     Adjustments   Adjustments   Consolidated
                                        (a)                                                                      
REVENUE:
Premiums and other considerations   $ 5,973.4  $(1,255.2)    $  (156.5)     $             $               $ 4,561.7
  Net investment income                 2,146.5      (47.4)       (109.4)       44.9 (g)      13.3 (m)        2,047.9
  Realized gain on investments            268.4       (2.1)         (8.6)                                       257.7
  Loss on sale of subsidiaries                                                                                       
    Total Revenue                       8,388.3   (1,304.7)       (274.5)       44.9        $ 13.3          $ 6,867.3

BENEFITS AND EXPENSES:
  Benefits and settlement expenses      5,628.3     (919.3)       (170.1)                   $               $ 4,538.9
  Underwriting, acquisition,
   insurance and other expenses         2,029.4     (295.2)        (61.3)                                     1,672.9
  Interest expense                         44.3                                  3.5 (h)                         47.8
    Total Benefits and Expenses         7,702.0   (1,214.5)       (231.4)        3.5                          6,259.6

    Income before Federal                                                                   
     Income Taxes and Cumulative                                                                                      
     Effect of Accounting Change          686.3      (90.2)        (43.1)       41.4          13.3              607.7
  
Federal Income Taxes                      172.5      (32.1)        (17.9)        7.4 (i)       4.7 (n)          134.6 
    
    Income before Cumulative
     Effect of Accounting Change      $   513.8   $  (58.1)     $  (25.2)    $  34.0        $  8.6          $   473.1 (o) (p)

Income before Cumulative Effect
 of Accounting Change Per Share           $5.02                                                                 $4.62 (p)
See notes to unaudited pro forma condensed consolidated financial statements.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(a)  The information in the "As Reported" column for Lincoln National
     Corporation excludes the 1993 loss on sale of subsidiary related
     to the sale of Security-Connecticut Corporation.  Following is a
     reconciliation of the data shown in this column to the data shown
     in the 1993 annual report to shareholders and Form 10-K:

                                                Elimination        
                                 Shareholders'  of Loss on    As Reported
                                  Report and      Sale of     in Pro Forma
                                  Form 10-K     Subsidiary     Statements
 
                                  (in millions, except per share amounts)
Total Revenue               $8,289.8          $98.5       $8,388.3

     Income Before Cumulative
      Effect of Accounting Change   415.3           98.5          513.8

     Income Before Cumulative
      Effect of Accounting
      Change Per Share              $4.06           $.96          $5.02
(b)  Adjustment to reflect the receipt of a promissory note from
     EMPHESYS ($50.0 million), a 36% interest in EMPHESYS Common Stock
     ($110.1 million), the cash proceeds from the sale of EMPHESYS
     Common Stock to the public ($235.4 million) less the expenses
     related to the sale ($15.3 million) and the cash proceeds by LNC's
     wholly owned subsidiary, Lincoln National Life Insurance Company
     ("LNL"), from its sale of 36% of EMPHESYS to its parent ($128.1
     million).  The interest rate on the promissory note is based on
     the 90 day LIBOR rate plus .75%.  The promissory note is payable
     in full on or before March 21, 1997.

(c)  Adjustment to reflect the issuance of commercial paper by the holding
     company, LNC, to purchase a 36% interest in EMPHESYS from LNL.

(d)  Adjustment to reflect consolidating adjustment for EMPHESYS'
     Common Stock.

(e)  Adjustment to reflect consolidating adjustment for EMPHESYS'
     earned surplus ($304.5 million) at December 31, 1993, the gain on
     the divestiture of EMPHESYS ($46.3 million) and the estimated
     results of operations of EMPHESYS from January 1, 1994 to the
     March 21, 1994 closing date ($10.8 million).

(f)  Adjustment to reflect consolidating adjustment for EMPHESYS' net
     unrealized gain on securities available-for-sale ($27.0 million),
     less the amount applicable to the divestiture of the 64% interest
     in EMPHESYS ($17.2 million).

(g)  Adjustment to reflect an increase in net investment income from
     the interest income related to the $50.0 million promissory note
     at an average interest rate of 4.5% ($2.3 million), the interest
     income from the investment of the net proceeds from the 64%
     divestiture of EMPHESYS in a 7 1/2 year Treasury Bond at 6.36%
     ($14.0 million), the interest income from the investment by LNL in
     a 7 1/2 year Treasury Bond at 6.36% of its proceeds from the 36%
     divestiture of EMPHESYS to its parent ($8.0 million), the
     investment income from the investment of the interest payments on
     the promissory note and the 6.36% Treasury Bonds at a short-term
     interest rate of 3.0% ($.2 million), and the equity earnings from
     the 36% ownership interest in EMPHESYS ($20.4 million).  The
     assumed earnings of EMPHESYS is the $58.1 million "As Reported"
     herein less the net of tax effect of the interest expense on the
     $50.0 million promissory note ($1.5 million).

(h)  Adjustment to reflect an increase in interest expense from the issuance
     of commercial paper by the holding company at an average rate of 2.75%.

(i)  Adjustment to reflect the tax effect of the pro forma adjustments, less
     the $20.4 equity in earnings from the 36% ownership interest in
     EMPHESYS, at the federal statutory tax rate for 1993 of 35%.  The effect
     of state taxes is not material to the pro forma consolidated results of
     operations of LNC.
     
(j)  Adjustment to reflect the receipt of a $65.0 million promissory
     note from Security-Connecticut and the cash proceeds from the sale
     of Security-Connecticut Common Stock ($187.0 million) less the
     expenses related to the sale ($14.8 million) and LNC's capital
     contribution to Security-Connecticut in January 1994 ($10.0
     million).  The interest rate on this promissory note is based on
     the 90 day LIBOR rate plus .75%.  The promissory note is payable
     in full on or before February 2, 1997.

(k)  Adjustment to reverse the reserve for loss on sale of Security-
     Connecticut recorded as of December 31, 1993. 

(l)  Adjustment to reflect consolidating adjustment for Security-
     Connecticut's Common Stock and earned surplus.

(m)  Adjustment to reflect an increase in net investment income from
     the investment income related to the $65.0 million promissory note
     at an average interest rate of 4.5% ($2.9 million), the interest
     income from the investment of the net proceeds from the
     divestiture of Security-Connecticut in a 7 1/2 year Treasury Bond
     at 6.36% ($10.3 million) and the investment income from the
     investment of the interest payments on the promissory note and the
     6.36% Treasury Bond at a short-term interest rate of 3.0% ($.1
     million).

(n)  Adjustment to reflect the tax effect of the pro forma adjustments at the
     federal statutory tax rate for 1993 of 35%.  The effect of state taxes
     is not material to the pro forma consolidated results of operations of
     LNC.

(o)  In March 1994, LNC recorded a gain on sale of EMPHESYS of $46.3
     million (also $46.3 million pre-tax).  This gain is not reflected
     in the pro forma condensed statement of income.

(p)  The accompanying pro forma EMPHESYS adjustments are based on the      
assumption that LNC will divest itself of 64% of such company.  Should the
underwriters exercise their entire overallotment option on or before  the
April 13, 1994 expiration date, LNC could divest up to 73% of EMPHESYS. 
The divestiture of an additional 9% of EMPHESYS would  increase pro forma
shareholder's equity by $5.2 million, increase the gain on sale by $7.1
million and decrease the pro forma income before  cumulative effect of
accounting change by $4.3 million ($.04 per share).

                              SIGNATURE PAGE

                                     
                       LINCOLN NATIONAL CORPORATION

          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, thereunto duly authorized.

                              
                                 Lincoln National Corporation
                                    
                                 By /s/ Richard C. Vaughan   
                                    Richard C. Vaughan
                                    Senior Vice President and
                                    Chief Financial Officer

                                 By /s/ Donald L. Van Wyngarden
                                    Donald L. Van Wyngarden
                                    Second Vice President and
                                    Controller

Date    March 29, 1994