LINCOLN NATIONAL CORP — Director's Dealing 2004

Feb 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN NATIONAL CORP (LNC)
CIK: 0000059558
Period of Report: 2004-02-11

Reporting Person: BOSCIA JON A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	Common Stock	A	30000	$19.72	Acquired	161029.00	Direct
2004-02-11	Common Stock	F	12817	$46.16	Disposed	148212.00	Direct
2004-02-11	Common Stock	F	5087	$46.16	Disposed	143125.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Reload Stock Option (Right to Buy)	$46.16	A	12817	Acquired	2004-05-11	Common Stock (12817.00)	Direct
2004-02-11	Stock Option (Right To Buy)	$19.72	D	30000	Disposed	2004-05-11	Common Stock (30000.00)	Direct

Footnotes

F1: Shares surrendered to pay the exercise price of the option.

F2: Shares withheld pursuant to exercise of tax withholidng right under the 1986 Stock Option Plan.

F3: Option to acquire shares resulting from reload exercise. The reload option expiration date is the same as the original option expiration date.

F4: 25% of stock option grant vests each year starting on the first anniversary of the date of grant.

F5: 25% of stock option grant vests each year starting on the first anniversary of the date of grant.