Lincoln RW
[LINCOLN FINANCIAL GROUP LETTERHEAD]
Charles
A. Brawley, III
Vice
President & Assistant General Counsel
Lincoln
National Corporation
Centre
Square - West Tower
1500
Market Street, Suite 3900
Philadelphia,
PA 19102-2112
direct
215.448.1475
fax
215.448.3215
cbrawley@lfg.com
April
6,
2006
Securities
and Exchange Commission
450
Fifth
Street, NW
Washington,
DC 20459
Re:
Lincoln National Corporation (File No. 1-6028) - Application for
Withdrawal
Dear
Sir/Madam:
Pursuant
to Rule 477 under the Securities Act of 1933, Lincoln National Corporation
hereby makes an application to withdraw its Registration Statement on Form
S-3
(Registration No. 333-133042) filed on April 6, 2006. Lincoln desires to
withdraw the Registration Statement because Lincoln meets the requirements
of a
“well-known seasoned issuer” under Rule 405 of the Securities Act of 1933. The
Registration Statement was not coded as an S-3ASR. Lincoln will file a new
Registration Statement coded S-3ASR. No securities were sold in the proposed
offering.
Lincoln
respectively requests that the Commission issue an order granting a withdrawal
of the Registration Statement as soon as practicable.
If
you
have any questions about this application for withdrawal, please contact Charles
A. Brawley, III at 215.448.1475.
Very
truly yours,
Lincoln
National Corporation
By:
/s/
Charles A. Brawley, III
Vice
President and Assistant General Counsel