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:          October 6, 1997

              Date of earliest                       
               event reported:         October 1, 1997



                     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)

<PAGE>
<page 2>

Item 2  Acquisition or Disposition of Assets


Lincoln National Corporation ("LNC") sold its remaining 83.3%
ownership in AmericanStates Financial Corporation ("ASFC") to SAFECO
Corporation on October 1, 1997 for $2.65 billion (includes repayment of
intercompany debt of $300 million).  The Agreement and Plan of Merger 
dated as of June 6, 1997, was filed by LNC on Form 8-K on June 17, 1997.
The sales price was determined through the solicitation of companies that had
expressed interest in acquiring ASFC.
  
Through its subsidiary companies, ASFC provided personal lines
insurance (auto, homeowners, multi-peril and other) and commercial lines
insurance (business owners policies, auto, multiple-peril, workers'
compensation, general liability and other) in most states of the United 
States.  As a result of this sale LNC will no longer be in the
property-casualty insurance business on a direct basis.

Pro Forma Condensed Consolidated Financial Statements are shown in
Item 7 of this document.

<page 3>

Item 7  Financial Statements and Exhibits


(a)  Financial statements of business acquired

     Not applicable


(b)  Pro forma condensed consolidated financial information (unaudited)

The following pro forma condensed consolidated balance sheet of LNC and its
subsidiaries as of June 30, 1997 and the pro forma condensed consolidated
statements of income for the six months ended June 30, 1997 and years ended
December 31, 1996, 1995 and 1994 have been prepared based on the historical
results of operations and financial condition of LNC and includes the
divestiture of LNC's 83.3% interest in ASFC.  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.  Other acquisition/disposition activities completed by
LNC during 1997 which are not related to the transaction described above 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 as defined within the
regulatory guidelines.

The pro forma condensed consolidated balance sheet assumes that LNC's
divestiture of ASFC had been consummated as of June 30, 1997.  The pro forma
condensed consolidated statements of income assume that LNC's divestiture of
ASFC had been consummated on January 1, 1994.  The actual disposition date was
October 1, 1997.

LNC believes that the following pro forma statements may not be indicative of
the results that actually would have occurred if the divestiture described in
this document had been in effect on the dates indicated or indicative of the
results which may be achieved in the future.  For example, on July 28, 1997 LNC
announced that it had signed an agreement with CIGNA Corporation to purchase a
block of individual life insurance and annuity business for approximately $1.4
billion.  Exhibit 02 to LNC's Form 10-Q for the quarter ended June 30, 1997
includes a copy of that agreement.  That acquisition is expected to close in
the fourth quarter of 1997.  Following the closing of that transaction, LNC
expects to prepare an additional Form 8-K with pro forma statements.

The pro forma financial statements on page 4 through 10 of this filing should
be read in conjunction with the audited financial statements of LNC.

(c)  Exhibits

     Exhibit 2.1    Agreement and Plan of Merger dated as of June 6, 1997 by
                 and among ASFC and SAFECO Corporation is incorporated by
                 reference to LNC's Form 8-K filed with the Commission on
                 June 17, 1997.


<page 4>

<TABLE>
                      LINCOLN NATIONAL CORPORATION
                                    
       PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                    
                              June 30, 1997
                              (in millions)
                                    
<CAPTION>

                                                  Pro Forma                 
  
                             As                                            
                           Previously  Disposition
                           Reported    of ASFC      Adjustments   Consolidated
<S>                    <C>         <C>          <C>           <C>  

ASSETS:

  Investments               $29,729.6   $              $            $29,729.6
  Cash and invested cash      1,272.8                   1,362.8(a)    2,635.6
  Other                      40,202.3                                40,202.3
  Discontinued operations     5,589.3    (5,589.3)                        -- 
    Total Assets             76,794.0    (5,589.3)      1,362.8      72,567.5


LIABILITIES AND 
 SHAREHOLDERS' EQUITY:

  Insurance and
   investment contract
   liabilities               65,015.9                                65,015.9
  Short and long-term debt    1,185.8                    (370.7)(b)     815.1
  Other liabilities           1,967.5                      52.1 (c)   2,019.6
  Discontinued operations     4,140.1    (4,140.1)                        -- 
    Total Liabilities        72,309.3    (4,140.1)       (318.6)     67,850.6

  Preferred stock                 1.2                                     1.2
  Common stock                  984.3      (304.5)        273.4 (d)     953.2
  Retained earnings           3,024.5    (1,001.9)      1,408.0 (d)   3,430.6
  Net unrealized gain
   (loss) on securities
   available-for-sale           427.7      (142.8)                      284.9
  Other shareholders'
   equity                        47.0                                    47.0
    Total Shareholders'
     Equity                   4,484.7    (1,449.2)      1,681.4       4,716.9

    Total Liabilities and
     Shareholders' Equity   $76,794.0   $(5,589.3)     $1,362.8     $72,567.5


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


<page 5>

<TABLE>                                    
                      LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                     Six Months Ended June 30, 1997
                 (in millions, except per share amounts)

<CAPTION>
  
                                                   Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated

<S>                        <C>         <C>           <C>         <C>           
REVENUE:

  Premiums and other
   considerations            $1,194.3    $               $         $1,194.3
  Net investment income       1,117.2                      -- (e)   1,117.2
  Realized gain on
   investments                   14.6                                  14.6
  Gain (loss) on sale of
   subsidiaries                   --                                    -- 
    Total Revenue             2,326.1                               2,326.1


BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   1,419.2                               1,419.2
  Underwriting, 
   acquisition, insurance
   and other expenses           836.9                                 836.9
  Interest expense               45.5                    (13.6)(f)     31.9
    Total Benefits 
     and Expenses             2,301.6                    (13.6)     2,288.0
 
    Net Income from
     Continuing Operations
     before Federal Income
     Taxes                       24.5                     13.6         38.1

Federal Income Taxes (credit)   (10.6)                     4.7(g)      (5.9)

    Net Income from
     Continuing Operations       35.1                      8.9         44.0
    
Discontinued Operations          88.5      (88.5)                        --

    Net Income              $   123.6     $(88.5)        $ 8.9     $   44.0(h)


    Net Income Per Share        $1.19                                  $.47(I)





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


<page 6>

<TABLE>

                      LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                                    
                      Year Ended December 31, 1996
                 (in millions, except per share amounts)

<CAPTION>

                                                   Pro Forma                 
                   As
                   Previously  Disposition        
                   Reported    of ASFC      Adjustments Consolidated
<S>                <C>         <C>          <C>         <C>     
REVENUE:

  Premiums and other
   considerations           $ 4,227.3  $(1,674.1)      $           $2,553.2
  Net investment income       2,365.9     (278.0)         -- (e)    2,087.9
  Realized gain on
   investments                  128.1      (35.6)                      92.5
  Gain (loss) on sale of
   subsidiaries                   --                                    -- 
    Total Revenue             6,721.3   (1,987.7)                   4,733.6


BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   3,921.3   (1,253.6)                   2,667.7
  Underwriting, 
   acquisition, insurance
   and other expenses         2,003.0     (525.9)                   1,477.1
  Interest expense               84.7        --         (27.1)(f)      57.6
    Total Benefits 
     and Expenses             6,009.0   (1,779.5)       (27.1)      4,202.4

    Income before                  
     Federal Income Taxes 
     and Minority Interest      712.3     (208.2)        27.1         531.2
 
Federal Income Taxes            179.2      (31.5)         9.5(g)      157.2

   Net Income before
    Minority Interest           533.1     (176.7)        17.6         374.0

Minority Interest                19.5      (19.5)                       -- 

    Net Income              $   513.6    $(157.2)      $ 17.6        $374.0(h)


    Net Income Per Share        $4.91                                 $4.01(I)



See notes to unaudited pro forma condensed consolidated financial statements.
</TABLE>
<PAGE>
<page 7>
<TABLE>        

                       LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                      Year Ended December 31, 1995
                 (in millions, except per share amounts)

<CAPTION>
                                                   Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated
<S>                        <C>         <C>           <C>         <C>      
REVENUE:

  Premiums and other
   considerations           $ 4,112.2  $(1,745.6)      $           $2,366.6
  Net investment income       2,251.3     (271.6)         -- (e)    1,979.7
  Realized gain (loss)
   on investments               215.6      (58.0)                     157.6
  Gain (loss) on sale of
   subsidiaries                  54.2       28.4                       82.6
    Total Revenue             6,633.3   (2,046.8)                   4,586.5


BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   4,113.2   (1,261.8)                   2,851.4
  Underwriting, 
   acquisition, insurance
   and other expenses         1,821.0     (572.8)                   1,248.2
  Interest expense               72.5        --         (27.1)(f)      45.4
    Total Benefits 
     and Expenses             6,006.7   (1,834.6)       (27.1)      4,145.0

    Income before                      
     Federal Income Taxes       626.6     (212.2)        27.1         441.5
 
Federal Income Taxes            144.4      (31.4)         9.5(g)      122.5

   Net Income                 $ 482.2    $(180.8)      $ 17.6       $ 319.0(h)


   Net Income Per Share         $4.63                                 $3.44(I)



See notes to unaudited pro forma condensed consolidated financial statements.
</TABLE>
<PAGE>
<page 8>
<TABLE>        

                      LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                      Year Ended December 31, 1994
                 (in millions, except per share amounts)

<CAPTION>
                                                   Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated
<S>                        <C>         <C>           <C>         <C>      
REVENUE:

  Premiums and other
   considerations           $ 4,267.2  $(1,763.1)      $           $2,504.1
  Net investment income       1,994.7     (270.6)         -- (e)    1,724.1
  Realized gain (loss)
   on investments              (130.8)     (20.4)                    (151.2)
  Gain (loss) on sale of
   subsidiaries                  48.8                                  48.8
    Total Revenue             6,179.9   (2,054.1)                   4,125.8


BENEFITS AND EXPENSES: 

  Benefits and settlement
   expenses                   4,195.3   (1,309.7)                   2,885.6
  Underwriting, 
   acquisition, insurance
   and other expenses         1,558.8     (548.0)                   1,010.8
  Interest expense               49.5        (.1)       (27.1)(f)      22.3
    Total Benefits 
     and Expenses             5,803.6   (1,857.8)       (27.1)      3,918.7

    Income before                      
     Federal Income Taxes       376.3     (196.3)        27.1         207.1
 
Federal Income Taxes             26.4      (11.9)         9.5(g)       24.0

   Net Income                $  349.9   $ (184.4)      $ 17.6       $ 183.1(h)


   Net Income Per Share         $3.37                                 $1.98(I)


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

<page 9>        


                     LINCOLN NATIONAL CORPORATION
                                    
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)      
                             
Balance Sheet Items:
 (a) Pro forma adjustment to reflect LNC's receipt of cash proceeds of    
     $2.65 billion on sale of ASFC and disbursements of 1) $460 million    
     in income taxes related to the sale, 2) $370.7 million to retire           
     short-term debt and 3) $456.5 million to buy back shares of its own   
     common stock.
 
 (b) Pro forma adjustment to reflect LNC's repayment of $370.7 million of
     short-term debt.
 
 (c) Pro forma adjustment to restore net items designated as discontinued
     perations within the June 30, 1997 balance sheet but subsequently
     retained by LNC.
 
 (d) Pro forma adjustment to common stock to reflect the net result of an
     addition of $304.5 million consolidating adjustment for ASFC's       
     common stock and a reduction of $31.1 million for the buy-back of     
     LNC common stock.
 
     Pro forma adjustments to retained earnings reflect the net result of    
     additions of 1) $1,001.9 million consolidating adjustment for ASFC's     
     retained earnings, 2) $46.5 million for estimated results of operations   
     less dividends from July 1, 1997 to October 1, 1997 and 3) $785.0 million
     for the estimated gain on sale of ASFC and a reduction of $425.4 million
     for the buy-back of LNC common stock.
 
     A resolution passed on June 9, 1997 by the Board of Directors of LNC in
     conjunction with the sale of ASFC authorized a buy-back of LNC common
     stock totaling $500 million.  Between June 9, 1997 and June 30, 1997
     LNC disbursed $43.5 million to repurchase its common shares.  This
     amount, along with the amounts shown above ($31.1 million and $425.4
     million) totals $500 million.
 
 
 Income Statement Items:
 (e) Although the pro forma rules prohibit showing such data within the
     income statement, it is important to note that the net proceeds of   
     the sale less disbursements for debt and share buy-backs would have       
     generated some level of net investment income during the income           
     statement periods shown.  Amounts to follow are calculated based 
     on an interest rate of 6.5% applied against a net cash balance       
     proceeds of sale of ASFC less disbursements for income taxes,         
     buy-back of common shares and retirement of short and long-term debt) or
     $1.282 billion $1.742 billion for first three months due to available
     delay in payment of Federal taxes of $460 million) plus interest on the
     interest.  Based on these assumptions, net investment income would have
     been $51.6 million, $98.3 million, $92.1 million and $93.7 million for
     the six months ended June 30, 1997, and the years ended December 31,
     1996, 1995, 1994, respectively.
 
 (f) Pro forma adjustment to reflect reduction in interest expense due to
     pro forma repayment of $86.7 million of long-term debt and all short-
     term debt outstanding as of January 1, 1994.
 
 
 
  <page 10>

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  (continued)
 
 
 (g)  The tax expense shown in the income statement relates to the income
      resulting from a reduction in interest expense as shown in "(f)" above. 
      The tax expense for the net investment income described in "(e)" above
      would have been $18.1 million, $34.4 million, $32.2 million and $32.8
      million for the six months ended June 30, 1997, and the years ended
      December 31, 1996, 1995, 1994, respectively.  All tax calculations are
      based on a federal statutory rate of 35%.
 
 (h)  LNC recorded an estimated gain on the sale of ASFC of $785.0 million
      ($1.245 billion pre-tax) in October of 1997.  This gain was not
      reflected in the pro forma condensed statements of income.  Also, the
      statements of income do not include the net investment income
      quantified in "(e)" above or the related tax expense quantified in
      "(g)" above.  If such amounts were included, net income would have been
      $77.5 million ($.83 per share), $437.9 million ($4.70 per share),
      $378.9 million ($4.08 per share) and $244.0 million ($2.64 per share)
      for the six months ended June 30, 1997 and the years ended December 31,
      1996, 1995 and 1994, respectively.
 
 (I)  Net income per share "as reported" is based on average shares of
      103,938,421; 104,560,826; 104,115,650 and 103,863,196 for the six
      months ended June 30, 1997, and the years ended December 31, 1996,
      1995, 1994, respectively.  Net income per share on a "pro forma" basis
      is based on average shares of 93,622,037; 93,261,391; 92,816,215 and
      92,563,761 for the six months ended June 30, 1997 and the years ended
      December 31, 1996, 1995 and 1994, respectively.  These reduced average
      shares reflect the buy-back of shares as authorized by the Board of
      Directors in conjunction with the sale of ASFC.
 

<page 11>
      
                             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
                                     Executive Vice President and
                                     Chief Financial Officer
 
 
                                  By /s/ Donald L. Van Wyngarden
                                     Donald L. Van Wyngarden
                                     Second Vice President and
                                     Controller
 
 
 
 
 
 
 
 
 Date    October 6, 1997
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 21495}]
{"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": "97691872"}, "business-address": {"street1": "200 E BERRY ST", "street2": "PO BOX 1110", "city": "FORT WAYNE", "state": "IN", "zip": "46802", "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:          October 6, 1997

              Date of earliest                       
               event reported:         October 1, 1997

                     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

Lincoln National Corporation ("LNC") sold its remaining 83.3%
ownership in AmericanStates Financial Corporation ("ASFC") to SAFECO
Corporation on October 1, 1997 for $2.65 billion (includes repayment of
intercompany debt of $300 million).  The Agreement and Plan of Merger 
dated as of June 6, 1997, was filed by LNC on Form 8-K on June 17, 1997.
The sales price was determined through the solicitation of companies that had
expressed interest in acquiring ASFC.
  
Through its subsidiary companies, ASFC provided personal lines
insurance (auto, homeowners, multi-peril and other) and commercial lines
insurance (business owners policies, auto, multiple-peril, workers'
compensation, general liability and other) in most states of the United 
States.  As a result of this sale LNC will no longer be in the
property-casualty insurance business on a direct basis.

Pro Forma Condensed Consolidated Financial Statements are shown in
Item 7 of this document.
Item 7  Financial Statements and Exhibits

(a)  Financial statements of business acquired

     Not applicable

(b)  Pro forma condensed consolidated financial information (unaudited)

The following pro forma condensed consolidated balance sheet of LNC and its
subsidiaries as of June 30, 1997 and the pro forma condensed consolidated
statements of income for the six months ended June 30, 1997 and years ended
December 31, 1996, 1995 and 1994 have been prepared based on the historical
results of operations and financial condition of LNC and includes the
divestiture of LNC's 83.3% interest in ASFC.  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.  Other acquisition/disposition activities completed by
LNC during 1997 which are not related to the transaction described above 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 as defined within the
regulatory guidelines.

The pro forma condensed consolidated balance sheet assumes that LNC's
divestiture of ASFC had been consummated as of June 30, 1997.  The pro forma
condensed consolidated statements of income assume that LNC's divestiture of
ASFC had been consummated on January 1, 1994.  The actual disposition date was
October 1, 1997.

LNC believes that the following pro forma statements may not be indicative of
the results that actually would have occurred if the divestiture described in
this document had been in effect on the dates indicated or indicative of the
results which may be achieved in the future.  For example, on July 28, 1997 LNC
announced that it had signed an agreement with CIGNA Corporation to purchase a
block of individual life insurance and annuity business for approximately $1.4
billion.  Exhibit 02 to LNC's Form 10-Q for the quarter ended June 30, 1997
includes a copy of that agreement.  That acquisition is expected to close in
the fourth quarter of 1997.  Following the closing of that transaction, LNC
expects to prepare an additional Form 8-K with pro forma statements.

The pro forma financial statements on page 4 through 10 of this filing should
be read in conjunction with the audited financial statements of LNC.

(c)  Exhibits

     Exhibit 2.1    Agreement and Plan of Merger dated as of June 6, 1997 by
                 and among ASFC and SAFECO Corporation is incorporated by
                 reference to LNC's Form 8-K filed with the Commission on
                 June 17, 1997.
LINCOLN NATIONAL CORPORATION
                                    
       PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                    
                              June 30, 1997
                              (in millions)
Pro Forma                 
  
                             As                                            
                           Previously  Disposition
                           Reported    of ASFC      Adjustments   Consolidated
ASSETS:

  Investments               $29,729.6   $              $            $29,729.6
  Cash and invested cash      1,272.8                   1,362.8(a)    2,635.6
  Other                      40,202.3                                40,202.3
  Discontinued operations     5,589.3    (5,589.3)                        -- 
    Total Assets             76,794.0    (5,589.3)      1,362.8      72,567.5

LIABILITIES AND 
 SHAREHOLDERS' EQUITY:

  Insurance and
   investment contract
   liabilities               65,015.9                                65,015.9
  Short and long-term debt    1,185.8                    (370.7)(b)     815.1
  Other liabilities           1,967.5                      52.1 (c)   2,019.6
  Discontinued operations     4,140.1    (4,140.1)                        -- 
    Total Liabilities        72,309.3    (4,140.1)       (318.6)     67,850.6

  Preferred stock                 1.2                                     1.2
  Common stock                  984.3      (304.5)        273.4 (d)     953.2
  Retained earnings           3,024.5    (1,001.9)      1,408.0 (d)   3,430.6
  Net unrealized gain
   (loss) on securities
   available-for-sale           427.7      (142.8)                      284.9
  Other shareholders'
   equity                        47.0                                    47.0
    Total Shareholders'
     Equity                   4,484.7    (1,449.2)      1,681.4       4,716.9

    Total Liabilities and
     Shareholders' Equity   $76,794.0   $(5,589.3)     $1,362.8     $72,567.5

See notes to unaudited pro forma condensed consolidated financial statements.
LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                     Six Months Ended June 30, 1997
                 (in millions, except per share amounts)
Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated
REVENUE:

  Premiums and other
   considerations            $1,194.3    $               $         $1,194.3
  Net investment income       1,117.2                      -- (e)   1,117.2
  Realized gain on
   investments                   14.6                                  14.6
  Gain (loss) on sale of
   subsidiaries                   --                                    -- 
    Total Revenue             2,326.1                               2,326.1

BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   1,419.2                               1,419.2
  Underwriting, 
   acquisition, insurance
   and other expenses           836.9                                 836.9
  Interest expense               45.5                    (13.6)(f)     31.9
    Total Benefits 
     and Expenses             2,301.6                    (13.6)     2,288.0
 
    Net Income from
     Continuing Operations
     before Federal Income
     Taxes                       24.5                     13.6         38.1

Federal Income Taxes (credit)   (10.6)                     4.7(g)      (5.9)

    Net Income from
     Continuing Operations       35.1                      8.9         44.0
    
Discontinued Operations          88.5      (88.5)                        --

    Net Income              $   123.6     $(88.5)        $ 8.9     $   44.0(h)

    Net Income Per Share        $1.19                                  $.47(I)

See notes to unaudited pro forma condensed consolidated financial statements.
LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                                    
                      Year Ended December 31, 1996
                 (in millions, except per share amounts)
Pro Forma                 
                   As
                   Previously  Disposition        
                   Reported    of ASFC      Adjustments Consolidated
REVENUE:

  Premiums and other
   considerations           $ 4,227.3  $(1,674.1)      $           $2,553.2
  Net investment income       2,365.9     (278.0)         -- (e)    2,087.9
  Realized gain on
   investments                  128.1      (35.6)                      92.5
  Gain (loss) on sale of
   subsidiaries                   --                                    -- 
    Total Revenue             6,721.3   (1,987.7)                   4,733.6

BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   3,921.3   (1,253.6)                   2,667.7
  Underwriting, 
   acquisition, insurance
   and other expenses         2,003.0     (525.9)                   1,477.1
  Interest expense               84.7        --         (27.1)(f)      57.6
    Total Benefits 
     and Expenses             6,009.0   (1,779.5)       (27.1)      4,202.4

    Income before                  
     Federal Income Taxes 
     and Minority Interest      712.3     (208.2)        27.1         531.2
 
Federal Income Taxes            179.2      (31.5)         9.5(g)      157.2

   Net Income before
    Minority Interest           533.1     (176.7)        17.6         374.0

Minority Interest                19.5      (19.5)                       -- 

    Net Income              $   513.6    $(157.2)      $ 17.6        $374.0(h)

    Net Income Per Share        $4.91                                 $4.01(I)

See notes to unaudited pro forma condensed consolidated financial statements.
LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                      Year Ended December 31, 1995
                 (in millions, except per share amounts)
Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated
REVENUE:

  Premiums and other
   considerations           $ 4,112.2  $(1,745.6)      $           $2,366.6
  Net investment income       2,251.3     (271.6)         -- (e)    1,979.7
  Realized gain (loss)
   on investments               215.6      (58.0)                     157.6
  Gain (loss) on sale of
   subsidiaries                  54.2       28.4                       82.6
    Total Revenue             6,633.3   (2,046.8)                   4,586.5

BENEFITS AND EXPENSES:

  Benefits and settlement
   expenses                   4,113.2   (1,261.8)                   2,851.4
  Underwriting, 
   acquisition, insurance
   and other expenses         1,821.0     (572.8)                   1,248.2
  Interest expense               72.5        --         (27.1)(f)      45.4
    Total Benefits 
     and Expenses             6,006.7   (1,834.6)       (27.1)      4,145.0

    Income before                      
     Federal Income Taxes       626.6     (212.2)        27.1         441.5
 
Federal Income Taxes            144.4      (31.4)         9.5(g)      122.5

   Net Income                 $ 482.2    $(180.8)      $ 17.6       $ 319.0(h)

   Net Income Per Share         $4.63                                 $3.44(I)

See notes to unaudited pro forma condensed consolidated financial statements.
LINCOLN NATIONAL CORPORATION
                                    
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

                      Year Ended December 31, 1994
                 (in millions, except per share amounts)
Pro Forma                 
                               As
                           Previously  Disposition
                            Reported    of ASFC      Adjustments Consolidated
REVENUE:

  Premiums and other
   considerations           $ 4,267.2  $(1,763.1)      $           $2,504.1
  Net investment income       1,994.7     (270.6)         -- (e)    1,724.1
  Realized gain (loss)
   on investments              (130.8)     (20.4)                    (151.2)
  Gain (loss) on sale of
   subsidiaries                  48.8                                  48.8
    Total Revenue             6,179.9   (2,054.1)                   4,125.8

BENEFITS AND EXPENSES: 

  Benefits and settlement
   expenses                   4,195.3   (1,309.7)                   2,885.6
  Underwriting, 
   acquisition, insurance
   and other expenses         1,558.8     (548.0)                   1,010.8
  Interest expense               49.5        (.1)       (27.1)(f)      22.3
    Total Benefits 
     and Expenses             5,803.6   (1,857.8)       (27.1)      3,918.7

    Income before                      
     Federal Income Taxes       376.3     (196.3)        27.1         207.1
 
Federal Income Taxes             26.4      (11.9)         9.5(g)       24.0

   Net Income                $  349.9   $ (184.4)      $ 17.6       $ 183.1(h)

   Net Income Per Share         $3.37                                 $1.98(I)

See notes to unaudited pro forma condensed consolidated financial statements.
LINCOLN NATIONAL CORPORATION
                                    
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)      
                             
Balance Sheet Items:
 (a) Pro forma adjustment to reflect LNC's receipt of cash proceeds of    
     $2.65 billion on sale of ASFC and disbursements of 1) $460 million    
     in income taxes related to the sale, 2) $370.7 million to retire           
     short-term debt and 3) $456.5 million to buy back shares of its own   
     common stock.
 
 (b) Pro forma adjustment to reflect LNC's repayment of $370.7 million of
     short-term debt.
 
 (c) Pro forma adjustment to restore net items designated as discontinued
     perations within the June 30, 1997 balance sheet but subsequently
     retained by LNC.
 
 (d) Pro forma adjustment to common stock to reflect the net result of an
     addition of $304.5 million consolidating adjustment for ASFC's       
     common stock and a reduction of $31.1 million for the buy-back of     
     LNC common stock.
 
     Pro forma adjustments to retained earnings reflect the net result of    
     additions of 1) $1,001.9 million consolidating adjustment for ASFC's     
     retained earnings, 2) $46.5 million for estimated results of operations   
     less dividends from July 1, 1997 to October 1, 1997 and 3) $785.0 million
     for the estimated gain on sale of ASFC and a reduction of $425.4 million
     for the buy-back of LNC common stock.
 
     A resolution passed on June 9, 1997 by the Board of Directors of LNC in
     conjunction with the sale of ASFC authorized a buy-back of LNC common
     stock totaling $500 million.  Between June 9, 1997 and June 30, 1997
     LNC disbursed $43.5 million to repurchase its common shares.  This
     amount, along with the amounts shown above ($31.1 million and $425.4
     million) totals $500 million.
 
 
 Income Statement Items:
 (e) Although the pro forma rules prohibit showing such data within the
     income statement, it is important to note that the net proceeds of   
     the sale less disbursements for debt and share buy-backs would have       
     generated some level of net investment income during the income           
     statement periods shown.  Amounts to follow are calculated based 
     on an interest rate of 6.5% applied against a net cash balance       
     proceeds of sale of ASFC less disbursements for income taxes,         
     buy-back of common shares and retirement of short and long-term debt) or
     $1.282 billion $1.742 billion for first three months due to available
     delay in payment of Federal taxes of $460 million) plus interest on the
     interest.  Based on these assumptions, net investment income would have
     been $51.6 million, $98.3 million, $92.1 million and $93.7 million for
     the six months ended June 30, 1997, and the years ended December 31,
     1996, 1995, 1994, respectively.
 
 (f) Pro forma adjustment to reflect reduction in interest expense due to
     pro forma repayment of $86.7 million of long-term debt and all short-
     term debt outstanding as of January 1, 1994.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  (continued)
 
 
 (g)  The tax expense shown in the income statement relates to the income
      resulting from a reduction in interest expense as shown in "(f)" above. 
      The tax expense for the net investment income described in "(e)" above
      would have been $18.1 million, $34.4 million, $32.2 million and $32.8
      million for the six months ended June 30, 1997, and the years ended
      December 31, 1996, 1995, 1994, respectively.  All tax calculations are
      based on a federal statutory rate of 35%.
 
 (h)  LNC recorded an estimated gain on the sale of ASFC of $785.0 million
      ($1.245 billion pre-tax) in October of 1997.  This gain was not
      reflected in the pro forma condensed statements of income.  Also, the
      statements of income do not include the net investment income
      quantified in "(e)" above or the related tax expense quantified in
      "(g)" above.  If such amounts were included, net income would have been
      $77.5 million ($.83 per share), $437.9 million ($4.70 per share),
      $378.9 million ($4.08 per share) and $244.0 million ($2.64 per share)
      for the six months ended June 30, 1997 and the years ended December 31,
      1996, 1995 and 1994, respectively.
 
 (I)  Net income per share "as reported" is based on average shares of
      103,938,421; 104,560,826; 104,115,650 and 103,863,196 for the six
      months ended June 30, 1997, and the years ended December 31, 1996,
      1995, 1994, respectively.  Net income per share on a "pro forma" basis
      is based on average shares of 93,622,037; 93,261,391; 92,816,215 and
      92,563,761 for the six months ended June 30, 1997 and the years ended
      December 31, 1996, 1995 and 1994, respectively.  These reduced average
      shares reflect the buy-back of shares as authorized by the Board of
      Directors in conjunction with the sale of ASFC.
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
                                     Executive Vice President and
                                     Chief Financial Officer
 
 
                                  By /s/ Donald L. Van Wyngarden
                                     Donald L. Van Wyngarden
                                     Second Vice President and
                                     Controller
 
 
 
 
 
 
 
 
 Date    October 6, 1997