| Nancy A. Smith | |
| Senior Counsel | |
| Lincoln National Corporation | |
|
150
N. Radnor Chester Road
|
|
| Suite A305 | |
| December 16, 2009 |
Radnor,
PA 19087-5238
|
| direct 484.583.1704 | |
| fax 267.234.0935 | |
| nancy.smith3@LFG.com | |
|
Securities
and Exchange Commission
|
|
|
100
F Street, N.E.
|
|
|
Washington,
DC 20549
|
|
|
Re:
|
Lincoln
National Corporation (File No. 1-6028)
|
|
Request
for Withdrawal of Registration Statement on Form S-1
|
|
|
File
No. 333-163674
|
Dear Sir
or Madam:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended, Lincoln National
Corporation (the “Company”) hereby respectfully requests withdrawal of its
registration statement on Form S-1 (Registration No. 333-163674), together with
all exhibits thereto (the “Registration Statement”) filed on December 11,
2009. The Company is seeking withdrawal because the Registration
Statement was inadvertently filed under the incorrect CIK code. A new
registration statement on Form S-1 will be submitted under the correct CIK
code. The Company confirms that no securities have been or will be
distributed, issued or sold pursuant to the Registration Statement.
The
Company respectfully requests that the Commission issue an order granting a
withdrawal of the Registration Statement as soon as practicable.
If you
have any questions or require any further information regarding the foregoing
application for withdrawal of the Registration Statement, please contact Nancy
A. Smith at 484-583-1704.
Very
truly yours,
Nancy A.
Smith
Senior
Counsel