As filed with the Securities and Exchange Commission on March 14, 1994
                                            Registration No. 33-            
                                                               
                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549  
                                   
                                                                      
                              FORM S-8
                                  
                       REGISTRATION STATEMENT
                                  
                 UNDER THE SECURITIES ACT OF 1933 
                                                       
                                  
                   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 Number)  
     
     1300 South Clinton Street
     Fort Wayne, Indiana  46802 
     (Address of principal executive offices)
                                                       
     
                    Lincoln National Corporation
             Employees' Savings and Profit-Sharing Plan
                      (Full title of the Plan)
                                                                    
                                  
                           Jack D. Hunter
                     1300 South Clinton Street
                     Fort Wayne, Indiana  46802
                           (219) 455-2000
     (Name, address and telephone number of agent for service)    
     
                        Calculation of Registration Fee                 
     Title of     Amount      Proposed       Proposed     Amount of 
     securities   to be       maximum        maximum      registration
     to be       registered   offering       aggregate    fee
     registered               price per      offering
                              unit           price                      
     Lincoln      1,500,000   $41.06*        $61,590,000*  $21,236.23
     National     shares
     Corp. 
     Common Stock                                                       
     
     *Included solely for the purpose of calculating the registration fee.  
     Based upon the price of an actual share of LNC Common Stock on 
     March 10, 1994, calculated pursuant to Rule 457(c).  In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, this 
     registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan(s) described herein. 
     
     The contents of two earlier Registration Statements, File Nos. 33-13605 
     and 33-59444, are hereby incorporated into this Registration Statement 
     by reference.                        
     
     Item 8.  Exhibits.  In addition to those exhibits previously filed under 
     Item 8 to the Registration Statements incorporated herein by reference,
     the following exhibits are included with this Registration Statement in
     accordance with General Instruction E to Form S-8.
  
     5     Opinion of Dennis L. Schoff, Esq., regarding legality
   
     23(a) Consent of Dennis L. Schoff, Esq. (included in Exhibit 5) 
     
     23(b) Consent of Ernst & Young, Independent Auditors 
     
                             POWER OF ATTORNEY
     
     LET IT BE KNOWN that each officer or director of Lincoln National
     Corporation whose signature appears in paragraph (b) under
     "SIGNATURES" below revokes all Powers of Attorney authorizing
     any person to act as his/her attorney-in-fact relative to the Lincoln
     National Corporation Employees' Savings and Profit-Sharing Plan
     which were previously executed by him/her and appoints Dennis L.
     Schoff, John L. Steinkamp, and C. Suzanne Womack, jointly and
     severally, his/her attorneys-in-fact, with power of substitution, for
     him/her in all capacities, to sign amendments and post-effective
     amendments to the Registration Statement of Lincoln National
     Corporation Employees Savings and Profit-Sharing Plan and to file
     such amendments with exhibits with the Securities and Exchange
     Commission, hereby ratifying all that each attorney-in-fact may do
     or cause to be done by virtue of this power. 
     
                              SIGNATURES
     
     (a) THE REGISTRANT.  Pursuant to the requirements of the
     Securities Act of 1933, the Registrant certifies that it has
     reasonable grounds to believe that it meets all of the requirements
     for filing on Form S-8, and has duly caused this Registration
     Statement to be signed on its behalf by the undersigned, thereunto
     duly authorized in the City of Fort Wayne, State of Indiana, on the  
     10th day of March, 1994. 
     
                                   LINCOLN NATIONAL CORPORATION
     
                                   By:/S/Robert A. Anker
                                      Robert A. Anker, President and 
                                      Chief Operating Officer
      
     (b) Pursuant to the requirements of the Securities Act of 1933, this
     Amendment to the Registration Statement has been signed below
     by the following persons in the capacities and on the dates
     indicated. 
     
     Signature                  Title                             Date
     
    /s/Ian M. Rolland         Chairman of the Board &           3-10-94
    (Ian M. Rolland)          Director (Principal Executive
                              Officer) 
     
     
    /s/Robert A. Anker        President, Chief Operating        3-10-94
    (Robert A. Anker)         Officer and Director
     
     
    /s/Donald L. VanWyngarden Second Vice President &           3-14-94
    (Donald L. VanWyngarden)  Controller (Principal 
                              Accounting Officer
     
    /s/Richard C. Vaughan    Senior Vice President              3-10-94
    (Richard C. Vaughan)     (Principal Financial Officer)
     
    /s/J. Patrick Barrett    Director                           3-10-94
    (J. Patrick Barrett) 
     
    /s/Thomas D. Bell, Jr.   Director                           3-10-94
    (Thomas D. Bell, Jr.)
     
    /s/Daniel R. Efroymson   Director                           3-10-94
    (Daniel R. Efroymson)
     
    ____________________     Director                          __________
    (Harry L. Kavetas) 
     
    /s/M. Leanne Lachman     Director                           3-10-94
    (M. Leanne Lachman)
     
    /s/Leo J. McKernan        Director                          3-10-94
    (Leo J. McKernan)
     
    /s/Earl L. Neal          Director                           3-10-94
    (Earl L. Neal) 
     
    /s/John M. Pietruski     Director                           3-10-94
    (John M. Pietruski)
     
    /s/Jill S. Ruckelshaus   Director                           3-10-94
    (Jill S. Ruckelshaus)
     
    /s/Gordon A. Walker      Director                           3-10-94
    (Gordon A. Walker)
     
    /s/Gilbert R. Whitaker, Jr.  Director                       3-10-94
    (Gilbert R. Whitaker, Jr.)
     
           
                                 SIGNATURES
     
     THE PLAN.  Pursuant to the requirements of the Securities Act of
     1933, the Members of the LNC Benefits Investment Committee
     have duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized in the City of
     Fort Wayne, State of Indiana, on the 14th day of March, 1994.
     
                              LINCOLN NATIONAL CORPORATION
                              EMPLOYEES' SAVINGS AND 
                              PROFIT-SHARING PLAN
     
     
                              By:/s/Jon A. Boscia
                                 Jon A. Boscia, Chairman
                                 Lincoln National Corporation 
                                 Benefits Investment Committee
     
     
                            EXHIBIT INDEX 
     
     5      Opinion of Dennis L. Schoff, Esq., regarding legality
     
     24(a)  Consent of Dennis L Schoff, Esq. (included in Exhibit 5)
     
     24(b)   Consent of Ernst & Young, Independent Auditors
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As filed with the Securities and Exchange Commission on March 14, 1994
                                            Registration No. 33-            
                                                               
                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549  
                                   
                                                                      
                              FORM S-8
                                  
                       REGISTRATION STATEMENT
                                  
                 UNDER THE SECURITIES ACT OF 1933 
                                                       
                                  
                   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 Number)  
     
     1300 South Clinton Street
     Fort Wayne, Indiana  46802 
     (Address of principal executive offices)
                                                       
     
                    Lincoln National Corporation
             Employees' Savings and Profit-Sharing Plan
                      (Full title of the Plan)
                                                                    
                                  
                           Jack D. Hunter
                     1300 South Clinton Street
                     Fort Wayne, Indiana  46802
                           (219) 455-2000
     (Name, address and telephone number of agent for service)    
     
                        Calculation of Registration Fee                 
     Title of     Amount      Proposed       Proposed     Amount of 
     securities   to be       maximum        maximum      registration
     to be       registered   offering       aggregate    fee
     registered               price per      offering
                              unit           price                      
     Lincoln      1,500,000   $41.06*        $61,590,000*  $21,236.23
     National     shares
     Corp. 
     Common Stock                                                       
     
     *Included solely for the purpose of calculating the registration fee.  
     Based upon the price of an actual share of LNC Common Stock on 
     March 10, 1994, calculated pursuant to Rule 457(c).  In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, this 
     registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan(s) described herein. 
     
     The contents of two earlier Registration Statements, File Nos. 33-13605 
     and 33-59444, are hereby incorporated into this Registration Statement 
     by reference.                        
     
     Item 8.  Exhibits.  In addition to those exhibits previously filed under 
     Item 8 to the Registration Statements incorporated herein by reference,
     the following exhibits are included with this Registration Statement in
     accordance with General Instruction E to Form S-8.
  
     5     Opinion of Dennis L. Schoff, Esq., regarding legality
   
     23(a) Consent of Dennis L. Schoff, Esq. (included in Exhibit 5) 
     
     23(b) Consent of Ernst & Young, Independent Auditors 
     
                             POWER OF ATTORNEY
     
     LET IT BE KNOWN that each officer or director of Lincoln National
     Corporation whose signature appears in paragraph (b) under
     "SIGNATURES" below revokes all Powers of Attorney authorizing
     any person to act as his/her attorney-in-fact relative to the Lincoln
     National Corporation Employees' Savings and Profit-Sharing Plan
     which were previously executed by him/her and appoints Dennis L.
     Schoff, John L. Steinkamp, and C. Suzanne Womack, jointly and
     severally, his/her attorneys-in-fact, with power of substitution, for
     him/her in all capacities, to sign amendments and post-effective
     amendments to the Registration Statement of Lincoln National
     Corporation Employees Savings and Profit-Sharing Plan and to file
     such amendments with exhibits with the Securities and Exchange
     Commission, hereby ratifying all that each attorney-in-fact may do
     or cause to be done by virtue of this power. 
     
                              SIGNATURES
     
     (a) THE REGISTRANT.  Pursuant to the requirements of the
     Securities Act of 1933, the Registrant certifies that it has
     reasonable grounds to believe that it meets all of the requirements
     for filing on Form S-8, and has duly caused this Registration
     Statement to be signed on its behalf by the undersigned, thereunto
     duly authorized in the City of Fort Wayne, State of Indiana, on the  
     10th day of March, 1994. 
     
                                   LINCOLN NATIONAL CORPORATION
     
                                   By:/S/Robert A. Anker
                                      Robert A. Anker, President and 
                                      Chief Operating Officer
      
     (b) Pursuant to the requirements of the Securities Act of 1933, this
     Amendment to the Registration Statement has been signed below
     by the following persons in the capacities and on the dates
     indicated. 
     
     Signature                  Title                             Date
     
    /s/Ian M. Rolland         Chairman of the Board &           3-10-94
    (Ian M. Rolland)          Director (Principal Executive
                              Officer) 
     
     
    /s/Robert A. Anker        President, Chief Operating        3-10-94
    (Robert A. Anker)         Officer and Director
     
     
    /s/Donald L. VanWyngarden Second Vice President &           3-14-94
    (Donald L. VanWyngarden)  Controller (Principal 
                              Accounting Officer
     
    /s/Richard C. Vaughan    Senior Vice President              3-10-94
    (Richard C. Vaughan)     (Principal Financial Officer)
     
    /s/J. Patrick Barrett    Director                           3-10-94
    (J. Patrick Barrett) 
     
    /s/Thomas D. Bell, Jr.   Director                           3-10-94
    (Thomas D. Bell, Jr.)
     
    /s/Daniel R. Efroymson   Director                           3-10-94
    (Daniel R. Efroymson)
     
    ____________________     Director                          __________
    (Harry L. Kavetas) 
     
    /s/M. Leanne Lachman     Director                           3-10-94
    (M. Leanne Lachman)
     
    /s/Leo J. McKernan        Director                          3-10-94
    (Leo J. McKernan)
     
    /s/Earl L. Neal          Director                           3-10-94
    (Earl L. Neal) 
     
    /s/John M. Pietruski     Director                           3-10-94
    (John M. Pietruski)
     
    /s/Jill S. Ruckelshaus   Director                           3-10-94
    (Jill S. Ruckelshaus)
     
    /s/Gordon A. Walker      Director                           3-10-94
    (Gordon A. Walker)
     
    /s/Gilbert R. Whitaker, Jr.  Director                       3-10-94
    (Gilbert R. Whitaker, Jr.)
     
           
                                 SIGNATURES
     
     THE PLAN.  Pursuant to the requirements of the Securities Act of
     1933, the Members of the LNC Benefits Investment Committee
     have duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized in the City of
     Fort Wayne, State of Indiana, on the 14th day of March, 1994.
     
                              LINCOLN NATIONAL CORPORATION
                              EMPLOYEES' SAVINGS AND 
                              PROFIT-SHARING PLAN
     
     
                              By:/s/Jon A. Boscia
                                 Jon A. Boscia, Chairman
                                 Lincoln National Corporation 
                                 Benefits Investment Committee
     
     
                            EXHIBIT INDEX 
     
     5      Opinion of Dennis L. Schoff, Esq., regarding legality
     
     24(a)  Consent of Dennis L Schoff, Esq. (included in Exhibit 5)
     
     24(b)   Consent of Ernst & Young, Independent Auditors