UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                 FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                  of 1934
For the Fiscal Year Ended                              Commission File Number
    December 31, 1995                                         1-5955         

                          JEFFERSON-PILOT CORPORATION                        
           (Exact Name of Registrant as Specified in its Charter)

        North Carolina                                       56-0896180      
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)

  100 North Green Street, Greensboro, North Carolina            27401        
     (Address of Principal Executive Offices)                 (Zip Code)

Registrant's Telephone Number, Including Area Code         910-691-3441         

Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of Exchange on Which
Title of Each Class                                         Registered         
Common Stock (Par Value $1.25)                       New York, Midwest and
                                                     Pacific Stock Exchange
7.25% Automatic Common Exchange Securities,
  Due January 21, 2000, exchangeable into
  shares of NationsBank Corporation common
  common stock or equivalent cash                    New York Stock Exchange  

Securities registered pursuant to Section 12(g) of the Act:     None    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
the filing requirements for at least the past 90 days.     Yes   X      No

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant:  approximately $4 billion  at March 1, 1996.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock:

               Class                          Outstanding at March 1, 1996
Common Stock (Par Value $1.25 per share)              71,224,031

DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Proxy Statement for the Annual Meeting of Shareholders
     to be held May 6, 1996 are incorporated by reference into Part III.

List of Exhibits on Page F-19.

<PAGE>
                             TABLE OF CONTENTS




Part I                                                          -Page-

Item 1.     Business                                             I-1
Item 2.     Properties                                           I-6
Item 3.     Legal Proceedings                                    I-6
Item 4.     Submission of Matters to a Vote
              of Security Holders                                I-7
            Executive Officers of the Registrant                 I-7

Part II

Item 5.     Market for the Registrant's Common Stock
              and Related Stockholder Matters                    II-1
Item 6.     Selected Financial Data                              II-2
Item 7.     Management's Discussion and Analysis
              of Financial Condition and Results
              of Operations                                      II-4
Item 8.     Financial Statements and Supplementary
              Data                                               II-26
Item 9.     Changes in and Disagreements with
              Accountants on Accounting and
              Financial Disclosure                               II-84

Part III

Item 10.    Directors and Executive Officers of
              Registrant                                         III-1
Item 11.    Executive Compensation                               III-1
Item 12.    Security Ownership of Certain Beneficial
              Owners and Management                              III-1
Item 13.    Certain Relationships and Related
              Transactions                                       III-1

Part IV

Item 14.    Exhibits, Financial Statement Schedules
              and Reports on Form 8-K                            IV-1

Undertakings                                                     IV-1

Signatures                                                       IV-2







<PAGE>
                                   PART I

Item 1.   Business.

     (a)  General Development of Business

     Registrant was incorporated under the business laws of the State of North
Carolina in 1968 for the purpose of serving as a holding company with broad
powers to engage in business and to make investments.  Registrant's principal
subsidiaries are Jefferson-Pilot Life Insurance Company and Jefferson-Pilot
Communications Company, of Greensboro, North Carolina and Alexander Hamilton
Life Insurance Company of America, of Farmington Hills, Michigan.  Through these
and other subsidiaries, Registrant is primarily engaged in the business of
writing life and accident and health insurance and annuity policies, operating
radio and television facilities, and producing sports programming.  Further
detail is provided in Management's Discussion and Analysis of Financial
Condition and Results of Operation (MD&A).

     On May 31, 1995, Jefferson-Pilot Life Insurance Company (JP Life) assumed
certain life insurance and annuity business of Kentucky Central Life Insurance
Company (KCL) in a transaction which was accomplished through an assumption
reinsurance agreement.  KCL has operated under the control of the Kentucky 
Insurance Commissioner since February 1993.  The assumption reinsurance
agreement was part of a plan of rehabilitation for KCL that was approved by the
court of jurisdiction in August 1994 and subsequently appealed.  Upon execution
of the agreement, assets consisting primarily of cash, debt securities, policy
loans and receivables with aggregate fair value of $874 million were transferred
to JP Life, and JP Life assumed liabilities with aggregate fair value of $1.096
billion.

     In October 1995, the Registrant acquired Alexander Hamilton Life Insurance
Company of America and its wholly-owned subsidiary, Alexander Hamilton Capital
Management, Inc., from a subsidiary of Household International, Inc.  The
acquisition was effective as of October 1, and was completed through the merger
of Alexander Hamilton Life Insurance Company of America into a wholly-owned
Michigan domiciled life insurance subsidiary of the Company, which was thereupon
renamed Alexander Hamilton Life Insurance Company of America (AH Life).  First
Alexander Hamilton Life Insurance Company (FAHL), which is domiciled in New
York, was acquired by AH Life on October 13, 1995.

    On December 30, 1994, Jefferson-Pilot Title Insurance Company (JPT), a
wholly-owned subsidiary of the Registrant, entered into a reinsurance agreement
with First American Title Insurance Company (First American) under which JPT
ceded to First American its obligations and liabilities on all policies issued
through that date.  After the reinsurance agreement became effective, First
American purchased 100% of JPT's common stock.  On December 23, 1994, the
Registrant signed a definitive agreement to sell Jefferson-Pilot Fire& Casualty
Company (JPF&C) to Southern Guaranty Insurance Company, a subsidiary of
Winterthur U.S. Holdings.  In preparation for the sale, JPF&C sold a portion of
its securities portfolio in the open market and transferred net assets carried
at approximately $32 million to its immediate parent company.  After regulatory
approval, the sale was closed on April 3, 1995.  Operations of these two
companies are disclosed as "Discontinued Operations" in the accompanying
Consolidated Financial Statements.



                                    I-1
<PAGE>

     On February 14, 1995, substantially all of the assets and the media
industry data processing operations of Jefferson-Pilot Data Services, Inc.
(JPDS) were sold.  Prior to the sale, JPDS was a part of the Company's
Communications business segment.

     (b)  Financial Information About Industry Segments

     Industry segment information is presented in Note 16, Segment Information
of the Notes to Consolidated Financial Statements, which is included in Item 8.

    (c)  Narrative Description of Business

     Premiums derived from the principal products and services of Registrant's
continuing insurance subsidiaries and revenues from the Communications segment
for the years ended December 31, 1995, 1994, and 1993 are as follows (in
thousands):

                                   1995            1994           1993  
Life insurance segment:
  Individual life and annuity
    premiums                    $ 150,103       $ 103,617      $ 106,097
  Group life premiums              68,268          69,261         64,313
  Interest-sensitive product
    considerations                160,443          68,793         63,353
  Other considerations             20,109          14,566          7,233
Life premiums and other
    considerations              $ 398,923       $ 256,237      $ 240,996

Accident and health premiums      411,117         399,065        386,608
                                $ 810,040       $ 655,302      $ 627,604
Communications segment:
  Broadcast and media services
    revenue                     $ 165,815       $ 172,501      $ 144,961
   
      The following is a brief description of the principal wholly-owned
subsidiaries of Registrant with a description of the principal products
provided and services rendered and the markets for, and methods of,
distribution of such products and services.

                     INSURANCE COMPANY SUBSIDIARIES

     Jefferson-Pilot Life Insurance Company was organized under the insurance
laws of North Carolina in 1890 and commenced business operations in 1903.  It
is authorized to write insurance in 49 states, the District of Columbia, the
Virgin Islands, and Puerto Rico.  The Company is primarily engaged in the
writing of whole life, term, annuity, and endowment policies on an individual
ordinary basis, and group life and group accident and health insurancepolicies.
Accident and health insurance is also written on an individual basis.   

     Alexander Hamilton Life Insurance Company of America was organized under
the insurance laws of Michigan in 1981 and commenced business operations in
1982.  The Company was purchased by Jefferson-Pilot Corporation as of 
October 1, 1995.  It is authorized to write insurance in 49 states, the
District of Columbia, and Canada.  The Company is primarily engaged in
writing annuity and universal life policies.


                                    I-2
<PAGE>
     First Alexander Hamilton Life Insurance Company was organized under the
insurance laws of New York in 1986 and commenced business operations in 1987. 
The Company was acquired as of October 1, 1995.  It is authorized to write
business in the state of New York and is primarily engaged in writing annuity
policies on an individual basis.

     Life Insurance.  Life policies offered by the insurance companies include
continuous and limited-pay life and endowment policies, universal life policies
and annuity contracts, retirement income plans, and level and decreasing term
insurance.  On most policies, accidental death and disability benefits are
available in the form of riders.  At times, substandard risks are accepted at
higher premiums.  At December 31, 1995, approximately 4.5% of the ordinary
insurance in force, including reinsurance ceded, was represented by substandard
risks.

     The companies market individual products through career and home service
agents, independent marketing organizations (IMO's), and personal producing
general agents (PPGA's).  IMO's are intermediaries that sell financial products
and services through agents they have recruited.  Group products are marketed
through group brokers, career agents, and home service agents.  Individual
health products are marketed through all of the Company's sales forces and
brokers.

    Accident and Health Insurance.  The insurance companies of the Registrant
write a major part of their accident and health policies on a group basis.  Of
the individuals covered during 1995,approximately 94.1% were written on a group
basis and 5.9% on an individual basis.  Group insurance is generally issued to
employers covering their employees and to associations covering their members.


     Regulation.  The insurance companies of the Registrant, in common with
other insurance companies, are subject to regulation and supervision in the
states in which they do business.  Although the extent of such regulation
varies from state to state, generally the insurance laws establish supervisory
agencies with broad administrative powers relating to the granting and
revocation of licenses to transact business, the licensing of agents, approval
of the forms of policies used, the regulation of trade practices and market
conduct, form and content of required financial statements, reserve
requirements, permitted investments, and, in general, the conduct of all
insurance activities.

     The companies are also required under these laws to file detailed
annual reports with the supervisory agencies in the various states in which
each does business, and business and accounts are subject to examination
at any time by such agencies.  Under the rules of the National Association
of Insurance Commissioners (NAIC) and the laws of the states of domicile,
the companies are examined periodically (usually at three-year intervals) by 
the supervisory agencies of one or more of the states in which they do 
business.



                                    I-3
<PAGE>

     Various states, including North Carolina and Michigan, have enacted
insurance holding company legislation which requires the registration of, and
periodic reporting by, insurance companies licensed to transact business
within their respective jurisdictions and which are controlled by other
corporations.  JP Life, AH Life and FAHL, as members of an "insurance holding
company system", have registered as such under all applicable state statutes. 
These statutes generally require prior approval by state insurance regulators
of significant intercorporate transfers of assets (including prior approval of
payment of extraordinary dividends by insurance subsidiaries) within the
holding company system, and of acquisitions of insurance companies.

     Risk-based capital requirements and state guaranty fund laws are
discussed in the MD&A.

     Competition.  The insurance subsidiaries of  the Registrant operate in a
highly competitive field which consists of a large number of stock, mutual,
and other types of insurers.  A large number of established insurance
companies compete in the states in which the companies transact business. 
Many of these competing companies are mutual companies, which are considered
by some to have an advantage because of the fact that such companies write
participating policies exclusively, under which profits may inure to the
benefit of the policyholder.  The companies provide excess interest policies
which are believed to be generally competitive with analogous policies offered
by mutual companies.

     Certain insurance and annuity products also compete with other investment
vehicles.  Marketing of annuities and other products by banks and other
financial institutions is increasing.  Existing tax laws affect the taxation
of life insurance and many competing products, and various proposals for
changes have been made, some of which could adversely affect the taxation of
certain products, and thus potentially impact their marketing and the volume
of policies surrendered.

    The claims paying ratings of insurers that are issued by rating agencies
are also a significant competitive factor.  JP Life and AH Life both have
strong ratings.

     Employees.  As of December 31, 1995, the insurance subsidiaries of the
Registrant employed approximately 2,700 full time agents and employees in
addition to 14,000 IMO agents for JP Life and 9,000 PPGA's for AH Life.

                    COMMUNICATIONS COMPANY SUBSIDIARIES
   
     Jefferson-Pilot Communications Company, a wholly-owned subsidiary of
the Registrant, is a corporation organized under the laws of North Carolina.
The principal offices are at 100 North Greene Street in Greensboro, North
Carolina.  The Company owns and operates various television and radio stations
as well as Jefferson-Pilot Sports, a production and syndication business, and
Co-Opportunities, a co-op advertising consulting business.

Television Operations

     The television stations owned and operated by Jefferson-Pilot
Communications Company are WBTV, Charlotte, North Carolina; WWBT, Richmond,
Virginia; and WCSC, Charleston, South Carolina. WBTV, Channel 3, Charlotte, 
is affiliated with CBS under a Network Affiliation Agreement expiring on 



                                  I-4
<PAGE>

December 31, 1998.  Absent cancellation by either party, the Agreement will be
renewed for successive two-year periods.  WWBT, Channel 12, Richmond, is
affiliated with NBC under a Network Affiliation Agreement expiring August 15,
2002.  Absent cancellation by either party, the Agreement will be renewed for
successive five-year periods.  WCSC, Channel 5, Charleston, is affiliated with
CBS under a Network Affiliation Agreement expiring on December 31, 1998.
Absent cancellation by either party, the Agreement will be renewed for
successive two-year periods.

Radio Operations

     Jefferson-Pilot Communications Company owns and operates WBT-AM/FM and
WWSN-FM in Charlotte, WBT-FM in Chester, (near Charlotte), WQXI in Atlanta,
WSTR-FM in Smyrna, KKFN and KYGO-FM in Denver, KYGO and KWMX-FM in Lakewood (a
Denver suburb), KSON and KSON-FM in San Diego, WAXY in South Miami, WLYF-FM in
Miami, and WMXJ-FM in Pompano Beach.  Each of these stations is authorized to
operate 24 hours a day, and all normally operate for the full 24 hours.
        

     Competition.  The radio and television stations of Jefferson-Pilot
Communications Company and its subsidiaries compete for programming, talent,
and revenues with other radio and television stations in their respective
market areas as well as with other advertising and entertainment media. 
Jefferson-Pilot Communications Company's other divisions compete with other
vendors of similar products and services.

     Employees.  As of December 31, 1995, Jefferson-Pilot Communications
Company and its subsidiaries employed approximately 950 persons full time.

     Federal Regulation.  Television and radio broadcasting operations are
subject to the jurisdiction of the Federal Communications Commission ("FCC")
under the Communications Act of 1934, as amended (the "Act").  The Act 
empowers the FCC, among other things, to issue, revoke, or modify broadcasting 
licenses, assign frequencies, determine the locations of stations,  
regulate the apparatus used by stations, establish areas to be served,  
adopt such regulations as may be necessary to carry out the provisions of the 
Act, and to impose certain penalties for violation of such regulations.  The 
Act, and Regulations issued thereunder, prohibit the transfer of a license or 
of control of a licensee without prior approval of the FCC; restrict in 
various ways the common and multiple ownership of broadcast facilities; 
restrict alien ownership of licenses; and impose various other strictures on 
ownership and operation.

     Future broadcasting licenses will be granted for a period of eight years
for both television and radio and, upon application therefor and in the
absence of adverse claims as to the licensee's qualifications or performance,
will normally be renewed by the FCC for an additional term.  Renewal
applications have been timely filed for WBT-AM/FM, WWSN-FM, WQXI, WSTR-FM,
WAXY, WLYF-FM, and WMXJ-FM, and renewals are expected in due course.  License  
expiration dates for the other stations are:  KYGO-AM/FM, KKFN, and KWMX-FM
4/1/97; KSON-AM/FM 12/1/97; WWBT 10/1/96; and WCSC 12/1/96.

     (d) Foreign Operations

     Substantially all of Registrant's and subsidiaries operations are
conducted within the United States.


                                    I-5
<PAGE>

Item 2.  Properties

     Registrant utilizes space and personnel of JP Life.  JP Life owns its
home office consisting of a 20-story building and an adjacent 17-story
building.  These structures house insurance operations and provide space for
commercial leasing.  JP Life also owns a supply and printing facility, a
parking deck, and a computer center, all located on nearby properties.  It
also owns 233 acres in Guilford County, North Carolina, formerly home office
of Pilot Life Insurance Company, and an Employees' Club located in
northwestern Guilford County, with approximately 500 acres of land surrounding
the Club.  Office space is leased in Lexington, Kentucky for operation of the
Kentucky Central Life business assumed.

     AH Life owns two office buildings in Farmington Hills, Michigan, one of
which is used as its home office.

     Jefferson-Pilot Communications Company owns its radio and television
studios and office buildings in Charlotte, North Carolina.  It also owns the
radio studios and office buildings in Denver, Colorado and Miami, Florida.
The radio studios and offices are leased in Atlanta, Georgia and San Diego,
California, as are the television studios and offices in Charleston, South
Carolina.  The television studio and office building in Richmond, Virginia are
owned as well.

Item 3.  Legal Proceedings

     Jefferson-Pilot Life Insurance Company is a defendant in a proposed class
action suit, Romig v. Jefferson-Pilot Life Insurance Company, filed on
November 6, 1995 in the Superior Court of Guilford County, NC.  The suit
alleges deceptive practices, fraudulent, and negligent misrepresentation and
breach of contract in the sale of life insurance policies using policy
performance illustrations which used then current interest or dividend rates
and insurance charges and illustrated that some or all of the future premiums
might be paid from policy values rather than directly by the insured.  The
claimant's actual policy values exceeded those illustrated using the
guaranteed interest rate and insurance charges, but they were less than those
illustrated on a then current basis due primarily to the interest crediting
rates having declined along with the overall decline in interest rates in
recent years.  Unspecified compensatory and punitive damages, costs, and
equitable relief are sought.  The case is in the preliminary stages of
pleadings and discovery.  While management is unable to make a meaningful
estimate of the amount or range of loss that could result from an unfavorable
outcome, management believes that it has made appropriate disclosures to
policyholders as a matter of practice, and intends to vigorously defend.

     The Registrant and its subsidiaries are involved in other legal and
administrative proceedings and claims of various types, some of which include
claims for punitive damages.  In recent years, the life insurance industry has
experienced increased litigation in which large jury awards including punitive
damages have occurred.  Because of the considerable uncertainties that exist,
the Registrant cannot predict the outcome of pending or future litigation with
certainty.  Based on consultation with the Registrant's legal advisers,
management believes that resolution of pending legal proceedings will not have
a material adverse effect on the Company's financial position or liquidity.

     Environmental Proceedings.  There are no material administrative
proceedings against the Company involving environmental matters.


                                    I-6
<PAGE>


Item 4.  Submission of Matters to a Vote of Securities Holders

     None.
                            
Executive Officers of the Registrant

     David A. Stonecipher, President and Chief Executive Officer, joined
Jefferson-Pilot Corporation as President-Elect and CEO-Elect in September
1992, and became President and CEO in March 1993.  Prior to September 1992, 
he was associated with the Life Insurance Company of Georgia and Southland
Life Insurance Company and their parent company, GeorgiaUS, having last 
served as President and CEO of Life Insurance Company of Georgia and 
Southland Life Insurance Company, and President of GeorgiaUS.

     Dennis R. Glass, Senior Vice President, Chief Financial Officer and
Treasurer, joined the Registrant in October 1993.  From 1991 to
October 1993, he was associated with Protective Life Corporation, having last
served as Executive Vice President and CFO of the company.  From 1983 to 1991,
he was associated with the Portman Companies, having last served as Executive
Vice President and CFO.  Kenneth C. Mlekush, Senior Vice President, joined
Jefferson-Pilot Corporation in January 1993.  From 1989 through 1992, he was
associated with Southland Life Insurance Company and its parent, GeorgiaUS,
last serving as President and Chief Operating Officer of Southland Life, and
Executive Vice President of GeorgiaUS.  E. Jay Yelton, Senior Vice President
- Investments, joined Jefferson-Pilot Corporation in October 1993, and for
more than five years prior thereto was President of the Investment Centre.  
John D. Hopkins, Senior Vice President and General Counsel, joined Jefferson-
Pilot Corporation in April 1993, and for more than five years prior thereto
was a partner in the Atlanta law firm of King & Spalding.

     William E. Blackwell, Executive Vice President, and C. Randolph Ferguson,
Senior Vice President, have served in various executive capacities with
Jefferson-Pilot Corporation over the past five years.

     There are no agreements or understandings between any executive officer
and any other person pursuant to which such executive officer was or is to be
selected as an officer.  Executive officers hold office at the will of the 
Board, subject to their rights under employment agreements listed as exhibits
to this Form 10-K.













                                      I-7
<PAGE>


                                    PART II


Item 5.  Market for the Registrant's Common Stock and Related Stockholder
         Matters

     (a)  Market Information

     Shares of Jefferson-Pilot Corporation are traded on the New York,
Midwest, and Pacific Stock Exchanges under the symbol JP.  High and low sales
prices for the past three years as reported in the consolidated transactions
systems are listed below.

                              1995               1994               1993     

     First Quarter     $39 3/8 - 34 3/4   $33 3/8 - 28 7/8   $38 5/8 - 30 3/8
     Second Quarter    $39 1/2 - 33 7/8   $34 1/4 - 31 1/8   $38 1/2 - 30 5/8
     Third Quarter     $43 3/4 - 35 7/8   $36 3/4 - 32 1/8   $38 5/8 - 32 3/8
     Fourth Quarter    $48 1/8 - 42 7/8   $36 1/2 - 33 5/8   $36     - 30 1/2

  
    (b)  Number of Security Holders

     As of March 25, 1996, the Registrant had approximately 10,000 share-
holders of record.


    (c)  Dividend History

                             1995      1994      1993      1992      1991  

     Cash dividends paid
       - common:           $ 89,269  $ 81,814  $ 75,986  $ 66,310  $ 56,120
                           
     Cash dividends paid
       per common share:
     First Quarter              .29       .26       .23       .19       .17
     Second Quarter             .32       .29       .26       .23       .19
     Third Quarter              .32       .29       .26       .23       .19
     Fourth Quarter             .32       .29       .26       .23       .19
        Total              $   1.25  $   1.12   $  1.01  $    .87  $    .73
                           

     All share information has been restated to reflect a December 1995
3-for-2 (50%) stock split effected in the form of a dividend.  Cash dividends
per share may not add due to rounding related to this split.

     Dividends to the Registrant from its insurance subsidiaries are subject
to state regulation, as more fully described in Item 7.



                                  II-1
<PAGE>

Item 6.  Selected Financial Data
<TABLE>
                             SUMMARY OF SELECTED FINANCIAL DATA
                   (In Thousands Except Share and Per Share Information)
<CAPTION>
                                 1995       1994       1993       1992      1991
<S>                            <C>        <C>        <C>        <C>       <C>
Operating income before initial
 FAS 106 application and gain
 from sales of investments:
  Continuing operations        $222,189   $190,977   $173,995   $164,213  $150,574
  Discontinued operations         2,178      9,247      7,957      7,027     2,554
Operating income                224,367    200,224    181,952    171,240   153,128
Gain from sales of investments,
 net of taxes:
  Continuing operations          33,124     38,921     35,565     30,385    21,409
  Discontinued operations        16,363         92      1,764      1,613     1,150
Gain from sales of investments   49,487     39,013     37,329     31,998    22,559
Income before initial FAS 106  
 application                    273,854    239,237    219,281    203,238   175,687
Dividends on preferred stock       (857)         0          0          0         0
Initial effect of FAS 106             0          0    (24,109)         0         0
Net income applicable to
  common shareholders          $272,997   $239,237   $195,172   $203,238  $175,687

                               
Income per share of common stock:
Operating income before initial
 FAS 106 application and gain
 from sales of investments:
  Continuing operations        $   3.09   $   2.62   $   2.31   $   2.15  $   1.96
  Discontinued operations           .03        .13        .11        .09       .03
Operating income                   3.12       2.75       2.42       2.24      1.99
Gain from sales of
 investments, net of taxes:
  Continuing operations             .46        .53        .47        .40       .28
  Discontinued operations           .23        .00        .02        .02       .01
Gain from sales of investments      .69        .53        .49        .42       .29
Income before initial FAS 106
 application                       3.81       3.28       2.91       2.66      2.28
Initial effect of FAS 106           .00        .00    (   .32)       .00       .00

Net income                     $   3.81   $   3.28   $   2.59   $   2.66  $   2.28

Average common shares
 outstanding                 71,693,816 72,960,533 75,375,227 76,425,933 76,976,428

Total assets                $16,478,012 $6,140,336 $5,640,621 $5,256,762 $4,945,396


Stockholders' equity        $ 2,156,059 $1,732,543 $1,733,071 $1,668,210 $1,544,461
                               
Stockholders' equity per
 share of common stock      $     30.28 $    23.84 $    23.36 $    22.05 $    20.07
</TABLE>
                               
Per share amounts for 1991 through 1994 have been restated for the 1995 3-for-2
stock split.

                                         II-2
<PAGE>
     Total assets prior to 1993 were adjusted to reflect the adoption of
Financial Accounting Standard (FAS) 113 "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts".  The amounts shown
for 1992 and 1991 were increased by $20,925,000 and $20,176,000, respectively,
compared to amounts originally reported.

     Stockholders' equity was adjusted to reflect adoption of FAS 109
"Accounting for Income Taxes".  The amounts shown for 1992 and 1991 were all
decreased by $18,555,000, compared to amounts originally reported.  Stock-
holders' equity per share reflects these adjustments also.

     Discontinued operations of the Registrant are discussed in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, below.

REVENUE BY SOURCES
(In Thousands)
                            1995       1994       1993       1992       1991
Individual Life         $  597,588 $  410,157 $  407,629 $  388,744 $  388,264
Annuity and investment
 products                  235,285    119,028    104,134    102,018     92,290
Group insurance            513,092    496,487    475,209    475,100    475,872
Total life insurance    $1,345,965 $1,025,672 $  986,972 $  965,862 $  956,426
Communications             165,815    172,501    144,961    129,734    125,045
Other                        9,127      9,211      6,282      4,656      4,570
Realized investment
 gains                      48,509     61,426     54,234     45,726     32,220
Revenues, continuing
  operations            $1,569,416 $1,268,810 $1,192,449 $1,145,978 $1,118,261

Discontinued operations     36,127     64,862     54,175     56,351     55,215
Total revenues          $1,605,543 $1,333,672 $1,246,624 $1,202,329 $1,173,476
                        
NET INCOME BY SOURCES              
 (In Thousands)
                            1995       1994       1993       1992       1991
Individual Life         $  118,819 $   92,772 $   90,716 $   86,580 $   87,794
Annuity and investment
 products                   41,460     31,473     26,420     30,596     25,256
Group insurance             37,710     44,215     41,106     39,412     33,155
Total life insurance    $  197,989 $  168,460 $  158,242 $  156,588 $  146,205
Communications              23,595     21,986     17,335     14,169     10,327
Other                          605        531   (  1,581) (   6,544) (   5,958)
Realized investment
 gains, net of taxes        33,124     38,919     35,565     30,385     21,409
Net income, continuing
  operations            $  255,313 $  229,896 $  209,561 $  194,598 $  171,983

Discontinued operations     18,541      9,341      9,720      8,640      3,704
Dividends on preferred
 stock                        (857)         0          0          0          0
Accumulated post-
 retirement benefit
 obligation, net                 0          0   ( 24,109)         0          0
Net income              $  272,997 $  239,237 $  195,172 $  203,238 $  175,687



                                         II-3
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     Management's discussion and analysis of financial condition and results
of operations for the three years ended December 31, 1995 analyzes the results
of operations, consolidated financial condition, liquidity, and capital
resources of Jefferson-Pilot Corporation and consolidated subsidiaries (JP or
Company).  The discussion should be read in conjunction with the Consolidated
Financial Statements and Notes.

                             RESULTS OF OPERATIONS

     Jefferson-Pilot Corporation is a holding company.  Jefferson-Pilot Life
Insurance Company (JP Life) offers a wide range of life, health, and annuity
products which are sold in the Individual and Group markets.  Individual
insurance and annuity products are offered through career general agents, home
service agents, independent agents recruited by regional directors and
independent marketing organizations, and are sold through financial
institutions.  JP Life has experienced substantial growth in its individual
life insurance sales, primarily due to the expansion of its independent
marketing organization distribution channel.  It has also emphasized the sale
of flexible-premium deferred annuities, increasing the sales of this product. 
Group insurance products are issued to employers covering their employees and
to associations covering their members.  

     Jefferson-Pilot Communications Company (JP Communications) owns and
operates three network television and fourteen radio broadcast stations and
produces syndicated sports and entertainment programming.  JP Communications'
revenues originate principally from the sale of advertising and other related
services through its television and radio stations.  

     On October 6, 1995, JP acquired Alexander Hamilton Life Insurance Company
of America and certain of its affiliates from a subsidiary of Household
International, Inc. (HI).  The acquisition was completed through a merger into
a wholly-owned Michigan domiciled stock life insurance subsidiary of JP, which
thereupon was renamed Alexander Hamilton Life Insurance Company of America (AH
Life).  First Alexander Hamilton Life Insurance Company (FAHL), a New York
stock life insurance company, was acquired on October 13, 1995.  The
acquisitions were effective October 1, 1995 and included substantially all of
the life and single premium deferred annuity business of AH Life and FAHL. 
Certain product classes, including Credit Life and Accident and Health
Insurance, Corporate-owned Life Insurance and Periodic Payment Annuities, were
not acquired but were 100% reinsured back to affiliates of HI through
coinsurance agreements.  HI provided payment, performance, and capital
maintenance guarantees to secure these reinsurance agreements and established
trusts backing a majority of the assets, subject to annual requirements for
solvency and capital adequacy.  The purchase price was approximately $575
million paid as follows:  $475 million plus accrued interest in cash and $50
million in newly-issued floating rate preferred stock of AH Life.
In addition, an outstanding surplus note of AH Life (which is classified as a
liability in accordance with GAAP) was acquired from HI for $50 million plus
accrued interest.  The acquisition was financed through internal resources,
borrowings of $187 million under a 364-day Credit Agreement dated October 4,
1995 and $127 million from the sale of Automatic Common Exchange Securities
Due January 21, 2000, which are subject to exchange into shares of NationsBank
Corporation common stock beginning 30 days prior to maturity.

                                    II-4
<PAGE>

     On May 31, 1995, JP acquired a majority of the life insurance and annuity
business of Kentucky Central Life Insurance Company (KCL).  The acquisition
was accomplished through an assumption reinsurance agreement in which JP Life
assumed noncash assets of $932 million and recorded liabilities of $1,096
million.  Further participation options to be exercised by approximately 4,000
policyholders may result in adjustments to assets and liabilities assumed, as
well as the Company's enhancement under the assumption reinsurance agreement. 
Currently, the Company has recorded approximately $78 million as an other
liability relating to the pending resolution of the further participation
option process.  Policy reserves of approximately $116 million will be
recorded if 100% of such policyholders elect participation.  To the extent
that such options are not exercised, the Company will refund policy amounts
received plus interest thereon.  Additionally, subsidies to policyholders by
participating guaranty associations which are intended to mitigate against the
unfavorable financial impact to policyholders of surrenders do not apply prior
to February 1, 1996.  After that time, the level of policyholder withdrawals
may increase.  The Company does not expect that either of these uncertainties
will have a material impact on the Company's financial position or results of
operations. 

     JP's revenues are derived approximately 90% from Life Insurance, 8% from
Communications, and 2% from parent company and other investments.  The
weightings have shifted more toward the Life Insurance segment during 1995 due
to acquisitions.  Consolidated revenues for 1995 include the results of the
KCL assumption for the last seven months and for the AH Life acquisition for
the last three months of the year.   

     JP's Consolidated Net Income applicable to common shareholders was $273.0
million, $239.2 million, and $195.2 million in 1995, 1994, and 1993,
respectively.  1993's results included a charge of $24.1 million to record the
cumulative effect of adopting SFAS 106 "Employers' Accounting for Post
Retirement Benefits Other Than Pensions".  Excluding the initial effect of
adopting SFAS 106, 1995's Net Income applicable to common shareholders
increased 14.1%, and 1994's Net Income increased 9.1%.  Excluding the results
of discontinued operations from all years, income from continuing operations
before cumulative effect of change in accounting principle increased 11.1% in
1995 and 9.7% in 1994.

     Included in Net Income are realized investment gains from sale of
investments.  JP's results before and after the realized investment gains
were:
                                            1995     1994     1993 
                                                 (In millions)
Income applicable to common shareholders
 before effect of initial application of
 SFAS 106 and realized investment gains:
Continuing operations                      $221.3   $191.0   $174.0   
Discontinued operations                       2.2      9.2      8.0   
Operating income                            223.5    200.2    182.0    

Realized investment gains (net of
 applicable income taxes): 
Continuing operation                         34.3     38.9     35.6     
Discontinued operations                      15.2       .1      1.7  
                                             49.5     39.0     37.3    
SFAS 106                                       -       -      (24.1)  
Net income applicable to common            
 shareholders                              $273.0   $239.2   $195.2   

                                    II-5
<PAGE>

     Income before investment gains (operating income) and the initial
application of SFAS 106 increased 11.6% in 1995 and 10.0% in 1994.  Income
from continuing operations was 15.9% higher in 1995 and 9.8% higher in 1994.

     Investment gains for 1995 and 1994 relate primarily to securities that
have been classified as "available for sale" since the adoption of SFAS 115.
Sources of realized gains and (losses) from continuing operations for the last
three years were:
                                            1995     1994     1993 
                                                 (In millions)
Common stocks                              $ 62.9   $ 65.6   $ 32.8   
Bonds and other debt instruments             (3.5)    (9.5)    16.8      
Other                                       (10.9)     5.2      1.9   
Subtotal                                     48.5     61.3     51.5     
Less federal and state taxes                (14.2)   (22.4)   (15.9) 

As reported                                $ 34.3   $ 38.9   $ 35.6   

     JP holds a sizable portfolio of equity securities, which may continue
to produce realized capital gains.  JP also holds a portfolio of debt
securities which, beginning in 1994, are partly categorized as "available for
sale".  The cost and fair value of these "available for sale" portfolios were:

                                            1995     1994     1993 
                                                 (In millions)

Cost of equity securities held             $207.1   $290.4   $325.7   
Fair value                                 $816.3   $718.0   $903.5   
Amortized cost of "available for sale"
    debt securities                        $6,208   $1,692     N/A      
Fair value                                 $6,458   $1,607     N/A      
  
   JP has periodically reacquired shares of its stock and issued additional
shares under incentive and option programs.  The Company, through a 50% stock
dividend, effected a 3-for-2 stock split to holders of record on December 8,
1995.  All amounts shown are adjusted where appropriate to reflect this split. 
Changes in the Company's outstanding shares and the average shares outstanding
were:
                                            1995     1994     1993 
                                                 (In millions)

Shares outstanding, beginning of year       48.5     49.5     50.4     
  Issued                                      -       0.3      0.1       
  Purchased                                 (1.0)    (1.3)    (1.0)   
  Stock dividend                            23.7      -        -  
Shares outstanding, end of year             71.2     48.5     49.5     
                                          
Average shares outstanding with 1994              
  and 1993 restated to give effect     
  to stock split                            71.7     73.0     75.4 



                                     II-6

<PAGE>

Earnings per share were:             
                                            1995     1994     1993 
Income applicable to common shareholders
 before effect of initial application of 
 SFAS 106 and realized investment gains:
   Continuing operations                   $ 3.09    $ 2.62   $ 2.31   
   Discontinued operations                    .03       .13      .11     
Operating income                             3.12      2.75     2.42     

Realized investment gains
 (net of applicable federal
 and state income taxes):
   Continuing operations                      .46       .53      .47     
   Discontinued operations                    .23       -        .02  
                                              .69       .53      .49       
SFAS 106                                       -        -       (.32) 

Net Income                                 $ 3.81    $ 3.28   $ 2.59
                            
     Earnings per common share increased 16.2% in 1995 and 26.6% in 1994. 
Earnings per common share excluding the effects of adopting SFAS 106 and net
realized investment gains increased 13.5% in 1995 and 13.6% in 1994.  The
increase for both years was partly due to improved earnings and partly due to
the impact of share repurchases.   Earnings per common share from continuing
operations improved 12.7% in 1995 and 13.3% in 1994.

     JP's plan of operations focuses on growing revenues through internal
expansion and acquisitions.  Revenues increased 23.6% to $1,569 million in
1995 and 6.4% to $1,269 million in 1994.  Excluding realized investment gains,
revenues increased 26.0% in 1995 and 6.1% in 1994.  1995's increase was
largely attributable to acquisitions.  Premiums and considerations (excluding
discontinued operations) increased 23.6% in 1995 to $810.0 million and 4.4% in
1994 to $655.3 million.  Life and annuity premiums and considerations
increased 55.7% in 1995 to $398.9 million and 6.3% in 1994 to $256.2 million. 
In 1995, a 37.2% increase was accomplished through the Company's acquisition
strategy and an 18.5% growth through internal development.  The internal
growth in JP Life is attributable to the successful implementation of its
Individual Life and Annuity and Investment Products business plans over the
last two years.  The Individual Life business plan focuses on improvement in
the productivity of career life agents and on developing new relationships
with independent producers.  The Annuity and Investment Products business plan
emphasizes growth through multiple distribution systems including financial
institutions, independent agents, investment professionals, and
broker/dealers.  This focus on multiple distribution sources has resulted in
growth in premium receipts from traditional products as well as universal life
and annuity products (not including acquisitions) exceeding 13% in 1995 and
25% in 1994.  Receipts on universal life and most annuity products do not flow
through income in the year of receipt but are included in the liability for
policyholder contract deposits.  Accident and health premiums increased 3.0%
in 1995 to $411.1 million and 3.2% in 1994 to $399.1 million.  Accident and
health premium growth for such years was modest due to a moderation in the
rate of medical inflation in the most recent two years and intense market
competition.




                                   II-7
<PAGE>

      Net investment income grew 44.1% in 1995 to $540.8 million and 4.0% in
1994 to $375.2 million.  In 1995, net investment income grew 3.7% without
acquisitions.  This growth occurred in spite of lower investment yields
experienced during the three year period.  Such decline is represented by the
following table that presents Yield at Cost on bonds and mortgages:

                                            1995     1994     1993 
          March 31                          8.12%    8.08%    8.95%    
          June 30                           8.05     8.06     8.95   
          September 30                      7.99     8.03     8.58     
          December 31                       7.68     8.10     8.24     

     Growth in investment income was achieved primarily by growth in invested
assets arising from policyholder contract deposits related to universal life
and annuity products.  During 1995, policyholder contract deposits (excluding
acquisitions) increased 17.5% to $2,169 million with annuities increasing
20.5% to $1,303 million.  During 1994, these deposits increased 17.2% to
$1,846 million, of which annuity funds comprised $1,081 million, an increase
of 22.0%.  Total policyholder deposits (including acquisitions) at year end
were $10,781 million, of which $6,092 million were annuity funds.

     Revenues from the Communications segment declined 3.9% in 1995 due to the
sale of assets of Jefferson-Pilot Data Services and increased 19.0% in 1994 to
$172.5 million.  Without inclusion of this entity in 1994 operating results,
revenues increased 12.0% in 1995.  Growth in both years was achieved as a
result of acquisitions, market share increases, and a favorable economic
environment.  All of these events favorably influenced advertising receipts,
the primary component of Communications revenues.

     Total benefits, claims, and expenses increased 29.0% in 1995 to $1,188.7
million and 4.4% in 1994 to $921.2 million.  Without acquisitions, they
increased 10.1% to $1,014.4 million in 1995.  Life benefits and credits to
policyholder accounts increased 13.9% in 1995 and 7.7% in 1994, reflecting the
growth in life business in force.  Accident and health benefits increased 6.9%
in 1995 due to higher loss ratios, but only 1.1% in 1994 as growth in medical
inflation and utilization were moderate in that year.  Net life insurance
expenses (after deferral of policy acquisition costs) increased 4.5% in 1995
due to increased life productions, and declined 3.1% in 1994 as the Company
improved the economies of its Individual distribution systems.  Cost of
Communications operations declined 6.2% in 1995 due to the sale of Jefferson-
Pilot Data Services and increased 20.7% in 1994 as a result of acquisitions of
television and radio properties as well as costs associated with higher
overall revenues. 

     Operating income available to common shareholders (including discontinued
operations but excluding net realized investment gains) increased 11.6% in
1995 to $223.5 million and 10.0% in 1994 to $200.2 million.  In 1995,
acquisitions contributed 9.6% growth and internal development 2.0%.  1995's
results were impacted adversely by lower earnings on Group operations. 

     Income taxes from continuing operations increased $7.7 million, or 6.6%,
and $16.8 million, or 16.7%, in 1994.  Effective tax rates were 33.0%, 33.9%,
and 32.5% in 1995, 1994, and 1993.  1995's effective tax rate decreased
because of recoveries and reductions of prior years' taxes.  1994's effective
tax rate increased as a result of a reduction in the percentage of tax-favored
investments.  

                                       II-8
<PAGE>
                   OPERATING EARNINGS BY BUSINESS SEGMENT

     JP's continuing business segments include Life Insurance and
Communications.  Within the Life Insurance Segment, major product classes
include Individual Life Insurance, Annuity and Investment Products and Group
Insurance.  Annuity and Investment Products are now shown as a separate
product class because of growth in these products from acquisitions.  Certain
prior year amounts have been reclassified to break out results of Annuity and
Investment Products.  Operating income of the business segments includes
investment income but excludes net realized investment gains.  Operating
income and losses of the parent company, consolidation entries, and net
realized investment gains are included in the "other" category.  Currently,
all corporate capital is allocated to the business segments.

     The following table illustrates operating income by segments and classes
of products:
                                            1995     1994     1993 
                                                 (In millions)
  Life Insurance:
     Individual life insurance             $118.8   $ 92.8   $ 90.7   
     Annuity and investment products         41.5     31.4     26.4
     Group insurance                         37.7     44.2     41.1   
                                            198.0    168.4    158.2    
  Communications                             23.5     22.0     17.3     
  Discontinued operations                     2.2      9.2      8.0      
  Other                                      (0.2)     0.6     (1.5)   

  Operating income applicable to 
   common shareholders                      223.5    200.2    182.0    
  Net realized investment gains              49.5     39.0     37.3   
  Income before cumulative effect of
    change in accounting principle         $273.0   $239.2   $219.3    

     Operating income from all business segments increased $23.3 million, or
11.6%, in 1995 and $18.2 million, or 10.0%, in 1994.  Product lines
contributing to the increase were:
                                              Increase (Decrease)     
                                                 1995     1994 
                                                 (In millions)
  Life Insurance:
    Individual Life Insurance                   $ 26.0   $  2.1   
    Annuity and Investment Products               10.1      5.0
    Group Insurance                               (6.5)     3.1  
                                                  29.6     10.2  
  Communications                                   1.5      4.7    
  Other                                           (0.8)     2.1   
  Subtotal, before discontinued operations        30.3     17.0   
  Discontinued operations                         (7.0)     1.2  
  Total                                         $ 23.3   $ 18.2  


                             LIFE INSURANCE

     The Life Insurance segment is comprised of operations conducted by the
Individual Life Insurance, Annuity and Investment Products, and Group
Insurance distribution systems, as follows.  

                                  II-9
<PAGE>

Individual Life Insurance

     The Individual Life Insurance distribution systems offer a wide array of
life and health insurance through a career agency force, independent agents
recruited through independent marketing organizations and regional directors,
home service agents, financial institutions, and individual health sales and
service offices.  Operating results were:

                           1995      1994      1993      1992      1991   
                                       (In thousands)
Premiums and other
   considerations        $294,436  $188,921  $184,769  $172,138  $168,845 
Net investment income     298,913   216,884   218,317   212,553   216,343
Other income                4,239     4,352     4,543     4,053     3,076
Total revenues            597,588   410,157   407,629   388,744   388,264

Policy benefits           309,753   211,166   202,960   193,645   194,031  
Expenses                  111,666    61,189    70,949    74,695    72,711  
Total benefits 
 and expenses             421,419   272,355   273,909   268,340   266,742  
 
Operating income before 
  income taxes            176,169   137,802   133,720   120,404   121,522  
Provision for income 
  taxes                    57,350    45,030    43,004    33,824    33,728  

Operating income         $118,819  $ 92,772  $ 90,716  $ 86,580  $ 87,794  
                                 
     Individual Life operating income improved 28.1% in 1995 to $118.8 million
and 2.3% in 1994 to $92.8 million.  As a percentage of total revenues,
operating income for the Individual Life Insurance unit was 19.9% in 1995
(22.1% without acquisitions), 22.6% in 1994, and 22.3% in 1993.  1995's
results were favorably influenced (especially during the fourth quarter) by
acquisitions, improved mortality, and earnings on increased policyholder
contract deposits.  1994's results improved on the strength of expense
savings.  Expenses represented 18.7% of total revenues in 1995, 14.9% in 1994,
and 17.4% in 1993.  Without acquisitions, 1995's expense ratio is 15.9%. 
Effective tax rates are 32.6% for 1995, 32.7% for 1994, and 32.2% for 1993. 
These effective rates have increased over 1992 because of the Company's
emphasis on holding a greater percentage of its investments in fully-taxable
securities. 

     Premiums and other considerations increased 55.9% in 1995 and 2.2% in
1994.  1995's increase is reflective of the Company's strategy to achieve
growth through new distribution sources as well as acquisitions.  Without
acquisitions, premiums and considerations increased 6.7% in 1995.  Policy
benefits increased 46.7% in 1995 (2.7% without acquisitions) and 4.0% in 1994. 
Exclusive of acquisitions, death benefits in 1995 were 7.2% higher than the
prior year with a 14.3% increase in face amount of insurance in force.  In
1994, death benefits increased 9.7% while insurance in force increased 11.3%. 
Expenses increased 82.5% in 1995 (10.5% without acquisitions) but declined
13.8% in 1994.  1995's increase is primarily related to acquisitions and
growth of existing business.  The decline in 1994 occurred through improved
economies in the career and home service distribution channels and as a result
of the increase in the proportion of expenses related to new business sales,
and thus deferred. 
                                      II-10
<PAGE>

     Individual premiums and receipts for policyholder accounts were:

                                               1995     1994     1993
                                                   (In millions)
First year life insurance premiums            $119.3  $ 43.3   $ 29.0
Renewal and other life insurance premiums      263.2   169.2    165.7
Accident and health                             24.2    27.6     28.3
                                              $406.7  $240.1   $223.0

     First year life insurance premiums grew 175.6% in 1995 and 49.3% in 1994. 
Without acquisitions, first year premium receipts are up 69.2% in 1995 as the
Company continued to implement its business plan. 

     Individual life insurance written (as measured by face amount) increased
44.2% in 1995 to $5,343 million (28.5% without acquisitions) and 48.7% in 1994
to $3,706 million.  Sales gains in 1995 were a result of an 89% growth in
independent agents' production, and in 1994 were due to improved productivity
in the career agency force (up 20%) and an increase in independent agents
contracted which resulted in sales increasing 243%.

Annuity and Investment Products

     Recognizing the significant market for retirement products, Annuity and
Investment Products are shown as a separate product line this year with
comparable amounts for the previous four years.  With the acquisition of AH
Life, these products are significant and a separate discussion enhances the
reader's comprehension of JP's results.  Annuity and investment products are
offered through financial institutions, independent agents, career agents,
investment professionals, and broker/dealers.  Operating results were:

                            1995     1994      1993      1992      1991    
                                       (In thousands)
Premiums and other                      
   considerations        $ 49,424  $ 14,815  $ 11,331  $ 10,094  $  9,399  
Net investment income     185,861   104,213    92,803    91,924    82,891  
Other income                    0         0         0         0         0  
Total revenues            235,285   119,028   104,134   102,018    92,290  
                         
Policy benefits           158,388    63,886    57,638    53,158    51,241 
Expenses                   15,280     8,392     7,552     6,311     6,091
Total benefits 
 and expenses             173,668    72,278    65,190    59,469    57,332  
 
Operating income before 
  income taxes             61,617    46,750    38,944    42,549    34,958  
Provision for income 
  taxes                    20,157    15,277    12,524    11,953     9,702  

Operating income         $ 41,460  $ 31,473  $ 26,420  $ 30,596  $ 25,256  

     Operating income improved 31.7% in 1995 and 19.1% in 1994.  Without
acquisitions (which are included for only three months in 1995), operating
income would have been 5.2% higher in 1995.  Annuity funds on deposit
increased 462.8% to $6,092 million (20.4% to $1,303 without acquisitions) in
1995 and 22.0% to $1,081 in 1994. 


                                   II-11
<PAGE>

Fixed annuity receipts for policyholder accounts are illustrated below
(in millions):
                                       1995     1994      1993

Annuity receipts                      $379.7   $250.0    $174.7

     Annuity receipts  were up 51.9% in 1995 (20.4% without acquisitions) and
43.1% in 1994. 

Group Insurance

     The Group Department is a Southeastern and Southwestern-focused provider
of a wide range of Group insurance products for employers and their employees. 
It offers conventionally insured and alternatively funded medical benefits as
well as a variety of life, disability income, dental, and retirement plans. 
Operating results were:
                                                                      
                            1995      1994      1993      1992      1991  
                                         (In thousands)
Premiums and other
  considerations          $466,180  $451,566  $431,504  $432,154  $434,684
Net investment income       46,912    44,921    43,396    42,588    40,685
Other income                  -         -          308       358       503 
Total revenues             513,092   496,487   475,208   475,100   475,872

Policy benefits            374,155   352,810   341,126   350,306   360,577  
Expenses                    83,181    78,040    73,785    70,112    69,426  
Total benefits 
  and expenses             457,336   430,850   414,911   420,418   430,003  

Operating income before 
  income taxes              55,756    65,637    60,297    54,682    45,869 
Provision for income 
  taxes                     18,046    21,422    19,191    15,270    12,714
Operating income          $ 37,710  $ 44,215  $ 41,106  $ 39,412  $ 33,155

Premiums and premium
  equivalents             $760,313  $748,015  $704,310  $728,795  $686,463

     Group operating income declined 14.7% in 1995 but improved 7.6% in 1994. 
As a percentage of Premiums and other considerations, operating income for the
Group Department was 8.1% in 1995, 9.8% in 1994, and 9.5% in 1993.  Group life
results improved during 1995 due to improved mortality costs, whereas 1994's
life results were lower due to adverse mortality experience.  Health results
improved 19.9% in 1994 but declined 23.4% in 1995 due to higher loss ratios
among conventionally-insured coverages and adverse experience in long-term
disability claims in certain industries, as indicated by the following chart:

                                           1995     1994    1993 
                                                (In millions)
       Operating income:
       Group life                         $ 11.8   $ 10.4  $ 12.9 
       Group health                         25.9     33.8    28.2  
                                           $37.7   $ 44.2  $ 41.1



                                    II-12
<PAGE>

     Premiums and equivalents, which include the equivalent premiums on cases
administered on an uninsured basis, increased 1.6% in 1995 and 6.2% in 1994. 
1995's growth was affected by premium concessions to encourage clients to
adopt managed care arrangements.  1994's growth was favorable as the Company
sold more new managed care cases.  Policy benefits on fully-insured coverages
increased 6.0% in 1995 and 3.4% in 1994.  Death benefits in 1995 were 0.9%
higher at $53.4 million and were 10.6% higher in 1994 at $52.9 million.  The
Group Department experienced unusually high mortality in 1994, particularly in
its large case business, with improvement noted in 1995.  Expenses increased
6.6% in 1995 and 5.8% in 1994.  The majority of the increases were
attributable to managed care costs, network access fees, and other expenses
that were passed through to customers.  Such expenses increased as a result of
more widespread use of managed care provider networks.

                              COMMUNICATIONS

     JP Communications operates television and radio broadcast properties and
produces syndicated sports and entertainment programming.  Operating results
were:

                              1995      1994      1993      1992      1991  
                                             (In thousands)
Communications 
    revenues               $165,815  $172,501  $144,961  $129,734  $125,045

Operating costs             113,394   120,833   100,100    93,561    92,334
Depreciation and
  amortization                9,142    10,139    10,757     8,303     9,642
General expenses              4,269     5,297     6,522     3,608     5,046
 Total expenses             126,805   136,269   117,379   105,472   107,022

Operating income before
   income taxes              39,010    36,232    27,582    24,262    18,023

Provision for income taxes   15,415    14,246    10,247    10,093     7,696

Operating income           $ 23,595  $ 21,986  $ 17,335  $ 14,169  $ 10,327

     Operating income from the Communications segment increased 7.3% in 1995
and 26.8% in 1994.  In early 1995, substantially all of the assets and the
media services operations of Jefferson-Pilot Data Services, Inc. (JPDS) were
sold for aggregate consideration approximating $33 million.  Operating income
of JPDS of $1.3 million in 1995, $2.6 million in 1994, and $2.0 million in
1993 is included in the Communications segment.  Earnings on sale proceeds of
JPDS are included in the "other" segment for 1995.  Excluding JPDS, operating
income increased 15.0% in 1995.  1995's increase in core broadcasting earnings
is attributable to both television and radio properties, as well as refunds of
federal income taxes and related interest.  1994's increase is attributable
to:  market share increases, particularly among radio properties; a favorable
sales environment in the broadcast media business; acquisitions in new and
existing markets; and increases in sports production business.  






                                   II-13
<PAGE>

     Revenues declined 3.9% in 1995 and improved 19.0% in 1994.  During 1995,
television revenues improved 10.1%, radio 5.8%, and sports and entertainment
22.5%.  Despite the decline in political revenues from 1994, television
benefitted from strong market growth and improved revenue shares in several
key markets as well as the addition of sports programming.  Radio experienced
strong growth in all markets, but this gain was partially offset by a decline
in market share in two major markets due to increased competition.  During
1994, television revenues improved 22.6%, radio 29.9%, and sports and
entertainment 58.9%.  Television improved as a result of acquisition activity,
political advertising, and improved economic conditions.  Radio benefitted
from very favorable advertising conditions, acquisitions, and improved market
shares.  The majority of the sports and entertainment increase was related to
special sports programming events occurring during 1994.  

     Total expenses, as a percentage of revenues, improved to 76.5% in 1995
versus 79.0% in 1994 and 81.0% in 1993.  This favorable trend resulted from
higher sales associated with improved market shares and a strong business
environment, as well as special sports programming events.

     Effective tax rates (including both federal and state income taxes) of
39.5% in 1995, 39.3% in 1994 and 37.1% in 1993 were influenced favorably by
refunds of Federal income taxes.

                      DISCONTINUED OPERATIONS AND OTHER

     Discontinued operations include the operations of Jefferson-Pilot Fire &
Casualty (JPF&C) and Jefferson-Pilot Title Insurance Company (JP Title). 
These subsidiaries formerly comprised the "Other insurance" segment.  On
December 23, 1994, JP agreed to sell the stock of JPF&C for cash of $55
million and recorded a gain on sale of $16.4 million in 1995.  Prior to sale,
JP received a dividend in partial liquidation of $36.2 million.  JP Title was
sold during the fourth quarter of 1994 for a small gain.  Earnings on proceeds
from sale of these subsidiaries are included in the "other" segment for 1995.

     The operations of both subsidiaries are segregated as "Discontinued
Operations" in the accompanying financial statements.  Operating income
attributable to Discontinued Operations declined to $2.2 million, as they were
only included for a portion of the year, but increased 16.2% in 1994 to $9.2
million.  Gain on disposal of these companies included $3.0 million from sale
of investments prior to closing.   

Other

     Operating results categorized as "other" include earnings on investments
held in the parent company and passive investment subsidiaries, as reduced by
expenses of the Corporation and financing costs.  These results improved in
1995 due to earnings on cash sales proceeds of discontinued operations, offset
by acquisition financing costs of $5.2 million (for three months), and in 1994
due to a reduction of expenses associated with shareholder litigation and
income from options written on equity securities totaling $2.5 million.

      CONSOLIDATED FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY  

     JP's resources are primarily represented by investments related to its
Life Insurance segment, properties, and other assets used in its Life
Insurance and Communications segments and investments backing corporate
capital.  The Investments section reviews the Company's investment portfolio
and key strategies.  
                                   II-14
<PAGE>

     Total assets were $16,478 million and $6,140 million at December 31, 1995
and 1994 - an increase of $10,338 million, or 168.4%.  Primary sources for
asset growth were acquisitions ($9,400 million), increases in policyholder
contract deposits ($323 million), net borrowings ($338 million), and cash
provided by operating activities.  These sources were offset by cash dividends
paid to shareholders ($89.3 million) and net acquisitions of JP shares ($52
million).  Asset values also increased due to changes in market values of
assets held in the "available for sale" category.  These increases were the
result of decreases in market interest rate yields and transfers of certain
held to maturity securities to the available for sale designation.

     The Life Insurance segment defers the costs of acquiring new business
including commissions, certain costs of underwriting and issuing policies, and
certain agency office expenses.  Such amounts deferred were $353.4 million and
$329.1 million at December 31, 1995 and 1994, an increase of $24.3 million.

     Additionally, JP recorded Value of Insurance in Force at fair value of
$548.5 million in conjunction with the assumption from KCL and acquisition of
AH Life.  This asset represents the actuarialy-determined present value of
future gross profits for the businesses acquired, discounted at a risk-
adjusted rate of return.  Value of Insurance in Force is amortized at a
constant rate based on the present value of the estimated gross profit amounts
expected to be realized over the life of the business.  During 1995, the
balance was reduced by $26.5 million for net amortization, $1.2 million for
the effect of realized investment gains, and $39.4 million for the effect of
unrealized investment gains.  

     Goodwill (representing the cost of acquired businesses in excess of fair
value of net assets) of $69.2 million and $28.1 million at December 31, 1995
and 1994 relates to acquisitions of AH Life and communication properties and
is being amortized over periods ranging from 5 to 40 years, with a dollar-
weighted average amortization period of approximately 25 years.  Goodwill as a
percentage of shareholders' equity was 3.2% and 1.6% at December 31, 1995 and
1994.

     Carrying amounts of Goodwill, Value of Insurance in Force, and Deferred
Policy Acquisition Costs are regularly reviewed for indications of value
impairment with consideration given to the financial performance of acquired
properties, future gross profits of insurance in force, and other relevant
factors.

     At December 31, 1995, JP had recorded reinsurance receivables of $1,404.3
million and policy loans of $828.5 million which are related to the businesses
of AH Life not acquired by JP.  These businesses are 100% coinsured to HI,
which has provided payment, performance, and capital maintenance guarantees
with respect to the balances receivable. 

Capital Resources

     JP's financial strength is among the highest of its peer companies. 
Consolidated shareholders' equity was $2,156 and $1,733 million at
December 31, 1995 and 1994.  Shareholders' equity includes net unrealized
gains on securities available for sale of $526.7 million and $230.8 million at
December 31, 1995 and 1994.  The Company adopted SFAS 115 as of January 1,
1994, as described in Note 3 to the Consolidated Financial Statements.  This
resulted in a net increase in shareholders' equity on that date of $101.4
million. 

                                  II-15
<PAGE>

    JP considers existing capital resources to be more than adequate to
support the current level of its business activities.  The Company's business
plan places priority on redirecting certain capital resources now invested in
bonds and stocks into its core businesses, which businesses would be expected
to produce higher returns over time.  As part of its plan to use its capital
resources effectively, the Company may continue to purchase its own common
stock from time to time.  Management believes that acquisitions and other
strategic opportunities can be funded using a prudent balance of capital and
debt financing. 

    Long-term debt outstanding was $137.1 million at December 31, 1995.  In
the fourth quarter, the Company filed a shelf registration statement for $300
million of debt securities.  In December 1995, the Company completed a public
offering of 1,815,000 unsecured Automatic Common Exchange Securities Due
January 21, 2000 (ACES).  Annual interest of 7.25% is payable quarterly in
arrears.  Net proceeds of $127.6 million were used to repay short-term
borrowings incurred in connection with the acquisition of AH Life.  At
maturity, or within the prior thirty days, the Company will exchange the ACES
into shares of NationsBank Corporation common stock or equivalent cash, as
more particularly described in Note 6 to the Consolidated Financial
Statements.  While it has made no commitments for obtaining additional
financing, the Company may issue additional long-term debt securities to
finance acquisitions or for other corporate purposes.  The Company is also
obligated under a variable rate note with an outstanding balance of $5.56
million collateralized by an investment property and equipment.

     Short-term debt outstanding was $230 million and $29.4 million at
December 31, 1995 and 1994.  During 1995 and 1994, the Company utilized
uncommitted bank lines of credit to manage parent company cash flows.  In
October 1995, the Company replaced uncommitted bank lines with a 364-day
unsecured revolving credit agreement, which was placed with a commercial bank
syndicate, in the amount of $450 million.  Proceeds are to be used for funding
a portion of the acquisition of AH Life and for general corporate purposes. 
Interest rates of borrowings under the revolving credit agreement either are
selected by the Company by competitive bids from the syndicate banks or, at
the Company's option, are established at a level using the London Interbank
Borrowing Rate as a base.  The maximum amounts outstanding at any time under
the revolving agreement and uncommitted bank lines were $390 million in 1995
and $90 million during 1994.  

     During 1995 and 1994, the Company sold U.S. Treasury obligations under
repurchase agreements involving various counterparties.  Proceeds were used to
purchase securities with longer durations as an asset/liability management 
strategy.  The repurchase agreements were accounted for as financing arrange-
ments.  The maximum amount outstanding during 1995 and 1994 was $264.7 million
and $266.8 million.  Underlying securities collateralizing open repurchase
agreements at year-end were $196 million at fair value and $188 million at
amortized cost for 1995, and $266 million at fair value and $273 million at
amortized cost for 1994.

     JP's capital adequacy is illustrated by the following table:
                                    1995    1994    1993    1992    1991       
                                                (In millions)

Total assets                     $16,478  $6,140  $5,641  $5,257  $4,945
Total shareholders' equity        $2,156  $1,733  $1,733  $1,668  $1,544
Ratio of shareholders' equity
 to assets                         13.1%   28.2%   30.7%   31.7%   31.2%

                                     II-16
<PAGE>

     The Company's ratio of capital to assets declined during 1995 as a result
of acquisitions and internal growth, and in 1994 due to growth in policyholder
contract deposits as well as securities sold under repurchase agreements which
are accounted for as financing arrangements.   

     JP considers the capital requirements of its business segments in
determining the level of capital available for strategic development.  The
Life Insurance segment, which employs the larger level of required capital, is
subject to regulatory constraints.  Capital employed in the life insurance
companies is measured in accordance with statutory accounting practices (SAP)
which differ from generally accepted accounting principles (GAAP).  The bases
for valuation of GAAP assets and liabilities are described in Note 1 to the
Consolidated Financial Statements.  The life companies have not previously
ceded business under "surplus relief" reinsurance arrangements nor has
statutory capital and surplus been enhanced by any transaction or item that is
either not included in GAAP shareholders' equity or eliminated in the
preparation of the Company's Consolidated Financial Statements.  

     The National Association of Insurance Commissioners (NAIC) has adopted
risk-based capital (RBC) levels for life insurers.  RBC requires the
maintenance of minimum levels of statutory capital and surplus based on
formulas related to investment credit risk, insurance risk, interest rate
risk, and general business risk.  For purposes of determining compliance with
this new requirement, JP Life and AH Life compare minimum capital requirements
(authorized control level) with adjusted statutory capital (includes statutory
capital and surplus, asset valuation reserves, and other adjustments). 
Regulatory authorities require that life insurers maintain adjusted capital
and surplus positions up to twice the authorized control level.  Each of these
subsidiaries currently hold surplus levels substantially in excess of amounts
needed to comply with regulatory requirements.

     JP Life and AH Life have been assigned the following ratings by the
following agencies:

                                          JP Life        AH Life
     A.M. Best                              A++            A+
     Standard & Poor's (claims paying)      AAA            AAA
     Duff and Phelps                        AAA            AAA
     Moody's                                Aa2            Aa3

     JP management believes that the ratings assignments are a result of its
overall capital position, stability of life insurance earnings, high quality
investment portfolio, and competitive position within the market.  

     In managing its capital position, JP measures required capital for each
of its major product lines in a manner similar to methods utilized by
regulatory authorities for risk-based capital requirements.  Capital is
allocated to product lines in amounts which management believes are prudent
and necessary to cover all risks inherent in the book of business.  Management
also focuses on investment quality and other indications of capital adequacy,
such as operating leverage, capital and surplus ratios, and the ratio of
higher risk assets as a percentage of statutory capital and surplus. 
Management believes that these ratios are more conservative than those
prevailing in the life insurance industry. 

                                  II-17
<PAGE>

Liquidity

     JP's liquidity requirements are met primarily by cash flows from the
operations of JP Life, AH Life and other consolidated subsidiaries.  The
Company has historically posted positive cash flows from operating activities 
of its Life Insurance and Communications segments.  Management believes that
its overall sources of liquidity will continue to be sufficient to satisfy its
operating requirements.

      Net cash provided by operations on a consolidated basis was $320.8
million, $142.1 million, and $186.2 million for 1995, 1994, and 1993.  Cash
flows provided from increases in policyholder contract deposits were $358.7
million, $244.1 million, and $174.5 million in 1995, 1994, and 1993.  Net
proceeds from short-term borrowing and securities sold under repurchase
agreements were $129.9 million, $256.5 million, and $39.7 million in 1995,
1994, and 1993.  These sources of funds were used to purchase net investments
of $720.5 million, $513.9 million, and $399.5 million, pay dividends to
shareholders of $89.3 million, $81.8 million, and $76.0 million, and to make
net acquisitions of shares outstanding of $52.4 million, $55.7 million, and
$48.9 million in 1995, 1994, and 1993.  
                                  
     Primary sources of cash from its Life Insurance segment are premiums,
other insurance considerations, receipts for policyholder accounts, investment
sales and maturities, and investment income.  Primary  uses of cash include
payment of insurance benefits, operating expenses, withdrawals from
policyholder accounts, costs related to acquiring new business, income taxes,
and investment purchases.

     Primary sources of cash from the Communications segment are revenues from
advertising and sports and entertainment production.  Primary uses of cash
include payment of agency commissions, cost of sales, operating expenses, and
income taxes.

     Cash dividends paid to the parent company from its subsidiaries were
$133.7 million in 1995, $128.0 million in 1994, and $102.8 million in 1993. 
JP Life has been the primary source of dividends.  JP Life is subject to North
Carolina laws and AH Life is subject to Michigan laws.  Both states limit the
amount of dividends that may be paid without first obtaining the approval of
the State's Insurance Commissioner.  On a statutory basis, 1995 total
dividends from JP Life to the parent company of $423.7 million include an
extraordinary dividend representing shares in a former JP Life subsidiary,
whose holdings at year-end included approximately four million shares of
NationsBank common stock.  Because of this dividend and extraordinary
dividends paid by AH Life prior to its acquisition, any dividends by either
company prior to the fourth quarter of 1996 will require regulatory approval. 
The first quarter 1996 dividend of $30.0 million from JP Life was approved and
paid.  No common stock dividends from AH Life are planned for 1996.

     Dividend payments on the $50 million floating rate preferred stock issued
to HI also require advance approval prior to October 2, 1996, and all interest
payments on the $50 million surplus note held by a JP subsidiary also require
advance approval.  The first quarter 1996 payments were approved.     

     Cash and short-term investments were $122.5 million and $22.8 million at
December 31, 1995 and 1994.  Additionally, debt and equity securities held by 
the parent company and nonregulated subsidiaries with carrying amounts of 

                                  II-18
<PAGE>

$391.7 million and $188.0 million at December 31, 1995 and 1994 are considered
to be sources of liquidity to support the Company's strategies.  Total trading
securities and debt and equity securities available for sale at December 31,
1995 were $7,321.0 million.
                                   
Investments

     JP's strategy for managing its investment portfolio is to dependably meet
its pricing assumptions while achieving the highest possible after-tax returns
over the long term.  Operating structures are in place to require that credit
and interest rate risks are prudently managed and that sufficient liquidity is
maintained.  Management focuses on option-adjusted yields as a measure of
anticipated performance and on option-adjusted durations of assets and
liabilities as a measure of interest rate risk.

     Cash flows from operations are invested primarily in fixed income
securities, including publicly-issued bonds, privately-placed notes and bonds,
and commercial mortgage loans.  The nature and quality of the various types of
investments held by insurance subsidiaries must comply with the statutes and
regulations imposed by the states in which they are licensed.

     JP held the following carrying amounts of investments at each of the
dates reported:
                               Dec. 31, 1995  %        Dec. 31, 1994  %        
                                       (Dollars in millions)

Publicly-issued bonds          $ 7,846      59%        $ 2,564      49%
Privately-placed bonds           2,081      15             961      18
Commercial mortgage loans        1,050       8             681      13
Common stock                       826       6             670      13
Policy loans                     1,152       9             206       4
Preferred stock                     96       1              69       1
Real estate                         77       1              31       1
Cash, other invested assets        163       1              61       1
Total                          $13,291     100%        $ 5,243     100%
        
     Privately-placed bonds and commercial mortgage loans have decreased as a
percentage of invested assets due to acquisitions.  Near-term strategies
include identification of fixed income market sectors and niches that provide
investment opportunities to meet the portfolios' growth, quality, and yield
requirements.  As a result, the Company anticipates that private placement and
commercial mortgage loan production will increase these categories as a
percent of total assets as they did in 1995 before the acquisitions.  Common
stocks, as a percent of total assets, have declined due to acquisitions and
transfers to Separate Accounts for Company-sponsored pension plans.  The
Company will continue to hold common stock as an investment of corporate
capital and surplus to enhance the long-term value of the Company and to
provide opportunities for tax efficient portfolio management strategies;
however, the percentage of common stocks will likely decline as new cash flows
from policyholder account balances are invested in fixed interest securities.

     JP's Investment Policy Statement requires an average quality fixed income
portfolio (excluding mortgage loans) of "A" or higher.  Currently, the average
quality is "Aa3", excluding mortgage loans.  The Policy Statement also imposes
limits on the amount of lower quality investments and requires diversification
 
                                    II-19
<PAGE>

by issuer and asset type.  The Company monitors investments which are
considered to be "higher risk" for compliance with the Investment Policy
Statement and for proper valuation.  Securities that experience other than
temporary declines in value are adjusted to net realizable values through a
charge to earnings.  Commercial mortgage loans in default are carried at the
net present value of expected future cash flows.  Additionally, the Company
carries a reserve for nonspecific losses attributable to the mortgage
portfolio.  Other investments are carried at the lower of cost or net
realizable value, as appropriate.
                                     
     Carrying amounts of investments categorized as "higher risk" assets were,
at year-end:
                                           1995      %       1994      % 
                                                (Dollars in millions)
Bonds near or in default                $   12.5    0.1%   $   -       -
Bonds below investment grade               443.0    3.3      122.3    2.3
Mortgage loans 60 days delinquent 
  or in foreclosure                          8.3    0.1        0.9     -  
Mortgage loans restructured                 17.7    0.1       13.5    0.3  
Foreclosed properties                        4.2     -         7.8    0.2  
   Subtotal, "higher risk assets"          485.7    3.6      144.5    2.8
  
All other investments                   12,804.9   96.4    5,098.9   97.2  

Total cash and investments             $13,290.6  100.0%  $5,243.4  100.0% 

     The Company's investment guidelines allow investments in below investment
grade bonds up to a level which is specifically authorized by the Finance
Committee.  In making acquisitions of this nature, the Company attempts to
identify well structured private placements offering enhanced yields.  Also,
the highest tier of public noninvestment grade bonds which have the potential
to be upgraded ("crossover credits") are considered for acquisition.  Due to
the acquisition of AH Life, below investment grade bonds exceed the prior year
as a percentage of total assets.  It is expected that this percentage will
decline as new purchases are concentrated in investment grade securities.  The
Company will continue to manage its credit risks in a prudent fashion with due
regard to regulatory constraints and efficient utilization of surplus.

     While the Company's investment policy permits the use of derivative
financial instruments such as futures contracts and interest rate swaps in
conjunction with specific direct investments, JP has not historically employed
such instruments to alter investment or liability positions.  AH Life has
limited involvement with derivative financial instruments and has not
previously used them for trading purposes, but generally to manage well-
defined interest rate risks.  Interest rate swaps with a notional value of
$125 million are open as of December 31, 1995, termination of which at current
interest rates would result in an insignificant settlement payment.  The net
amount paid or received under these arrangements is reflected as an adjustment
to investment income.  

     During 1995 and 1994, JP sold call options on selected common stock
holdings classified as "Available for Sale" to reduce the market risk of these
equities and as an additional source of investment returns.  Premiums received
from these options are applied to reduce the basis of the shares called or are
recorded as investment income upon expiry.  The Company's Investment Policy 

                                    II-20
<PAGE>

Statement authorizes an investment up to $50 million in trading securities
shares for the primary purpose of writing covered call options to enhance
returns from option premiums, market appreciation, and dividends received. 
Option premiums received under this program are recorded as investment income
together with realized and unrealized gains on the portfolio.  Considerations
received for both programs were $10.9 million in 1995 and $4.9 million in
1994.  As discussed in the Liquidity section, the Company sold securities
under repurchase agreements as an asset/liability management strategy. 

     JP held the following Collateralized Mortgage Obligations (CMO's) at
year-end:                              
                                                  1995       1994              
                                                  (In millions)
Available for sale, at fair value:
   Federal agency issued CMO's                 $1,856.1   $ 366.8    
   Corporate private-labeled CMO's                640.4      87.0        
Held to maturity, at amortized cost:      
   Federal agency issued CMO's                     -        509.7        
                                                        
Total                                          $2,496.5   $ 963.5   
                                  
     The Company's investment strategy with respect to CMO's focuses on
actively-traded, less volatile issues that produce relatively stable cash
flows.  CMO holdings consist predominantly of the least volatile Planned
Amortization Classes and sequential tranches of federal agency issuers. 
During 1994, the Company liquidated its holdings of mortgage pass-through
securities and reinvested the proceeds into less volatile CMO's with longer
durations.  Due to the high quality and liquid nature of these investments,
the Company believes that the impairment risks associated with these
securities are no greater than those applicable to direct agency or corporate
issues.

     In October 1995, the Financial Accounting Standards Board (FASB)
announced that reporting entities would be allowed an opportunity to reassess
the appropriateness of the classification of all securities held.  Subsequent
guidance indicated that reclassifications from the held-to-maturity category
that result from this one-time reassessment will not call into question the
intent of an entity to hold other debt securities to maturity in the future. 
In response, the Company transferred certain securities between the "held to
maturity" (HTM) category and the "available for sale" (AFS) category as shown
below: 

         Transfers from HTM to AFS at fair value      $633.0 million
         Transfers from AFS to HTM at fair value      $392.8 million

     Prior to the reclassifications, JP generally classified approximately 50%
of its bond portfolio as AFS; after the above reclassifications, the Company
expects that approximately 60% of its bond portfolio will be classified as AFS.

Asset/Liability Management

     The asset/liability management process focuses primarily on the
management of interest rate risk.  One measure of this risk is a comparison of
asset and liability durations.  Duration measures the sensitivity of asset and


                                   II-21
<PAGE>

liability values to changes in interest rates.  JP monitors the duration of
insurance liabilities for comparison to the duration of assets backing the
insurance lines.  Responsibility for monitoring interest rate risk lies with
the Company's Asset/Liability Management Committee, which is made up of
Finance, Investment, and Actuarial senior management.  This group is charged
with continually monitoring and refining the Company's position in an attempt
to prudently balance profitability and risk for each insurance line and for
the Company in the aggregate.

     Separate asset portfolios have been established for each insurance line. 
Various modeling and analytical systems are employed in analyzing the assets
and liabilities which make up each of these lines.  Option-adjusted liability
durations have been developed using stochastic actuarial projections of
liability cash flows.  In addition, the Investment Department's models measure
the assets' effective duration and produce other analytical measures necessary
for portfolio management.  JP considers the duration match for the respective
portfolios as well as total assets and liabilities.  The Company also
considers the timing of the cash flows arising from the assets and liabilities
under different interest rate scenarios.  Management intends that option-
adjusted durations for interest sensitive portfolios such as universal life
and annuities remain prudently matched.  A wider tolerance is permissible for
the noninterest sensitive (traditional) portfolios.  At December 31, 1995 and
1994, 75.4% and 39.7% of life insurance invested assets at amortized cost were
held for interest-sensitive portfolios and 24.6% and 60.3% were held for
traditional portfolios and corporate capital and surplus. 

      EXTERNAL TRENDS, ECONOMIC FACTORS AND ACCOUNTING PRONOUNCEMENTS

     JP operates largely in the U. S. Financial Services market, which is
subject to general economic conditions in the U.S.  Over the past several
years, these conditions have exhibited signs of gradual improvement and slow
growth.  Recent trends which have affected the Company include: rising bond
and stock prices caused by secular declines in interest rates; increased
levels of mergers, consolidations and reorganizations; and moderate increases
in health care utilization and inflation as a result of increased emphasis on
managed care arrangements.   

     Growth of life and health insurance sales continues to be slow for most
insurance companies due to changing demographics and inefficient distribution
systems.  A slowing economy and increased competition from banks, mutual
funds, and other financial institutions for investable consumer dollars also
suppressed premium growth over the last two years.  The Company believes that
it has experienced growth at a rate greater than the overall industry because
of acquisitions, its strong financial position, and efforts to increase
distribution sources.

Inflation and Interest Rate Risks

     Interest rates have varied in response to concerns for inflationary
pressures in the U.S. economy.  During 1995, ten year U.S. Treasury rates
declined approximately 225 basis points.  In 1994, the Federal Reserve raised
interest rates significantly out of a concern for inflationary pressures. 
Since JP's assets and liabilities are largely monetary in nature, the
Company's financial position is impacted by changes in the general interest
rate environment.  Interest rate declines during 1995 and increases during

                                   II-22
<PAGE>

1994 contributed to the increase in unrealized gains on securities available
for sale, net of deferred taxes of $295.9 million and the decrease in 1994 of
$202.1 million.  Interest rate changes can affect the Company's net worth
either positively or negatively since fixed income securities available for
sale are recorded at fair values but corresponding liabilities are not
adjusted to fair values.  

     The Company's recent growth in assets and liabilities is largely
attributable to increases in interest-sensitive products.  Because JP earns
profits on the basis of investment spreads, changes in interest rates may also 
affect results of operations.  In a rising interest rate environment,
competitive pressures may make it difficult for the Company to sustain the
spreads on its interest sensitive portfolio of insurance products.  Durations
of the Company's assets and liabilities may also be adversely impacted by
changes in interest rates. 

     To protect against the negative impact of interest rate risk, JP focuses
on measuring option-adjusted durations of its assets and manages the risk of
mismatch  between assets and liabilities.  The Company also adjusts interest
crediting rates, at least on an annual basis, to reflect the yield of its
investment portfolio and assumptions for pricing and profitability.

     Medical inflation and utilization of medical services affects the
profitability of health products offered through the Individual and Group
distribution systems.  In the event that premium rates are not adjusted in
anticipation of medical trends, profitability of health insurance products may
be adversely affected.

Environmental Liabilities

     JP is exposed to environmental regulation and litigation as a result of
ownership of investment real estate, property and casualty and Communications
subsidiaries.  The Company's actual loss experience has been minimal and
exposure to environmental losses is considered by the Company to be
insignificant.

Mergers, Acquisitions and Consolidations

     The U.S. insurance industry has experienced an increasing number of
mergers, acquisitions, consolidations, and sales of certain business lines. 
These consolidations have been driven by a need to reduce costs of
distribution and maintenance of business in force.  Additionally, increased
competition, health care reform, regulatory capital requirements, and
technology costs have also contributed to the level of consolidation in the
industry.  These forces are expected to continue as is the level of industry
consolidation.  

Regulatory and Legal Environment

     Currently, prescribed or permitted Statutory Accounting Principles (SAP)
may vary between states and between companies.  The National Association of
Insurance Commissioners (NAIC) is in the process of codifying SAP to promote
standardization of methods utilized throughout the industry.  Completion of
this project might result in changes in statutory accounting practices for the
Company; however, it is not expected that such changes would critically impact
the Company's statutory capital requirements.

                                   II-23
<PAGE>
     The number of insurance companies that are under regulatory supervision
has resulted, and is expected to continue to result, in assessments by state
guaranty associations to cover losses to policyholders of insolvent or
rehabilitated companies.  Mandatory assessments may be partially recovered
through a reduction in future premium taxes in most states.  The Company has
accrued for expected assessments net of estimated future premium tax
deduductions.

     In recent years, the life insurance industry has experienced increased
litigation in which large jury awards including punitive damages have
occurred.  JP is involved in various legal and administrative proceedings and
claims of various types, some of which include claims for punitive damages. 
Because of the considerable uncertainties that exist, the Company cannot
predict the outcome of pending or future litigation with certainty.  It is
possible that results of operations in a particular period could be materially
affected by certain legal proceedings.  Based on consultation with the
Company's legal advisers, management does not believe that resolution of
pending legal proceedings will have a material adverse effect on the Company's
financial position or liquidity.

Accounting Pronouncements
                               
     SFAS 114 "Accounting by Creditors for Impairment of a Loan"  was
effective for the Company's 1995 consolidated financial statements.  SFAS 114,
as amended by SFAS 118, requires that certain impaired loans be reported at
the net present value of expected future cash flows, the loan's observable
market price, or the fair value of the underlying collateral.  The Company
adopted SFAS 114 during the first quarter of 1995, and the effect of adoption
did not have a material impact on results of operations.  

     JP adopted the provisions of SFAS 115 "Accounting for Certain Investments
in Debt and Equity Securities" as of January 1, 1994.  This statement applies
to equity securities having readily-determinable fair values as well as debt
securities and requires classification of securities as: 1) securities held to
maturity stated at amortized cost; 2) trading securities at fair value with
unrealized gains and losses reflected in income currently; or 3) securities
available for sale stated at fair value with unrealized gains and losses, net
of deferred income tax effect, included in a separate component of
stockholders' equity. 

     In connection with the adoption of SFAS 115, the Company classified debt
securities that it has both the positive intent and ability to hold until
maturity as held to maturity.  Other debt securities and all holdings of
equity securities were classified as available for sale.  At adoption,
approximately 53% (at amortized cost) of the Company's debt securities were
classified as available for sale and 47% as held-to-maturity.  The adjustment
to available for sale debt securities and parent company equity securities
increased shareholders' equity by $101.4 million as of January 1, 1994.  

     In March 1995, the FASB issued SFAS 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used for long-lived assets, and certain identifiable intangibles to
be disposed of.  The statement will be effective for the Company's 1996

                                    II-24
<PAGE>

consolidated financial statements.  The statement requires that long-lived
assets and certain identifiable intangibles to be held and used by an entity
be reviewed for impairment whenever events or changes in circumstance indicate
that the carrying amount of an asset may not be recoverable.  The statement
requires that such assets be carried at the lower of carrying value or fair
value, less cost to sell, and that impairment losses resulting from its
application be reported in the period in which the recognition criteria are
first met.  The Company has not yet completed its analysis of the effects, if
any, that initial application of SFAS 121 might have on its consolidated
financial statements.

     In October 1995, the FASB issued SFAS 123 "Accounting for Stock-Based
Compensation", which will also be effective in 1996.  SFAS 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans and allows entities to continue to measure compensation
cost for those plans using the intrinsic value-based method prescribed by
Accounting Principles Board (APB) Opinion 25 "Accounting for Stock Issued to
Employees", or to adopt a fair value-based measurement method.  Entities that
do not elect to adopt a fair value-based method are required to make proforma
disclosures of net income and income per share as if the fair value-based
method had been applied.  Such proforma amounts are likely to be less than the
corresponding amounts presented in future statements of net income if the APB
25 method is continued.  The Company has not yet decided whether to adopt the
fair value-based measurement method described in SFAS 123.

      

                                    II-25
<PAGE>

Item 8.  Financial Statements and Supplementary Data

           MANAGEMENT'S PRESENTATION OF QUARTERLY FINANCIAL DATA

               Jefferson-Pilot Corporation and Subsidiaries
                  (In Thousands Except Per Share Information)
                                                                             
                                                      1995                     
                                       March      June    September  December
                                         31        30         30        31   
Revenues, including net investment
  income and realized gains on
  investments                         $315,237  $328,862  $381,580  $543,737
Benefits and expenses                  238,213   254,658   282,499   413,284 
Provision for income taxes              25,152    23,083    33,649    43,565
Income from continuing operations     $ 51,872  $ 51,121  $ 65,432  $ 86,888
Discontinued operations, net 
  income taxes                           5,133    13,408         0         0
Dividends on preferred stock                 0         0         0       857
Net income applicable to common 
   shareholders                       $ 57,005  $ 64,529  $ 65,432  $ 86,031
Per share of common stock             $    .79  $    .90  $    .92  $   1.21
                                                                             
                                                       1994                   
                                        March     June    September  December
                                         31        30         30        31   
Revenues, including net investment
  income and realized gains on
  investments                         $307,248  $314,466   $312,455  $334,640
Benefits and expenses                  228,067   228,615    225,892   238,633
Provision for income taxes              26,782    29,569     29,659    31,696
Income from continuing operations     $ 52,399  $ 56,282  $  56,904  $ 64,311
Discontinued operations, net of
  income taxes                           1,865     2,088      1,895     3,493
Net income applicable to common
   shareholders                       $ 54,264  $ 58,370  $  58,799  $ 67,804
Per share of common stock             $    .74  $    .80  $     .81  $    .93
                                                                              
                                                       1993                   
                                        March     June    September  December
                                         31        30         30        31   
Revenues, including net investment
  income and realized gains on
  investments                         $293,736  $293,298  $ 289,564  $315,815
Benefits and expenses                  224,040   220,846    213,025   224,079
Provision for income taxes              21,779    23,579     26,105    29,436
Income from continuing operations     $ 47,917  $ 48,873  $  50,434  $ 62,336
Discontinued operations, net of
  income taxes                           2,018     3,368      2,040     2,295
Accumulated postretirement benefit
  obligation, net                       24,109        0          0         0
Net income applicable to common
   shareholders                       $ 25,826  $ 52,241  $  52,474  $ 64,631
Per share of common stock             $    .34  $    .69  $     .69  $    .87

     Per share information has been restated for the 1995 stock split.

                                   II-26
<PAGE>
                   
                       INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Jefferson-Pilot Corporation
Greensboro, North Carolina

We have audited the accompanying consolidated balance sheets of Jefferson-
Pilot Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. 
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.  We did not audit the consolidated
financial statements of Alexander Hamilton Life Insurance Company of America
and subsidiaries as of December 31, 1995 and for the three-month period then
ended, which are included in the accompanying 1995 consolidated financial
statements.  The consolidated financial statements of Alexander Hamilton Life
Insurance Company of America and subsidiaries reflect total assets and revenue
constituting 53% and 9%, respectively, of the related consolidated totals for
1995.  The consolidated financial statements of Alexander Hamilton Life
Insurance Company of America and subsidiaries were audited by other auditors
whose report has been furnished to us, and our opinion for 1995, insofar as it
relates to the amounts included for Alexander Hamilton Life Insurance Company
of America and subsidiaries, is based solely on the report of the other
auditors.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits and the report of the
other auditors referred to above provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Jefferson-Pilot Corporation and
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.

As disclosed in the notes to consolidated financial statements, the Company 
changed its method of accounting for certain investments in debt and equity
securities in 1994 and changed its method of accounting for postretirement
benefits other than pensions in 1993.




                                                  McGLADREY & PULLEN, LLP

Greensboro, North Carolina
February 6, 1996

                                    II-27
<PAGE>
Jefferson-Pilot Corporation and Subsidiaries

Consolidated Balance Sheets
Dollar Amounts in Thousands Except Per Share Information

                                                        December 31,
ASSETS                                            1995              1994

Cash and investments (Note 3): 		 	 	 

Cash and cash equivalents                  $     122,474        $    22,774
Debt securities available for sale,
   at fair value (amortized cost
   1995 $6,208,347; 1994 $ 1,691,974)          6,458,209          1,606,865
Debt securities held to maturity,
   at amortized cost (fair value
   1995 $3,648,539; 1994 $1,798,135)           3,527,404          1,940,046
Equity securities available for sale,
   at market value) cost 1995 $207,128;
   1994 $290,370)                                816,344            718,023
Equity securities trading portfolio,
   at market value (cost 1995 $45,868)            46,406               -
Mortgage loans on real estate                  1,049,464            680,625
Policy loans                                   1,151,947            206,361
Real estate, less accumulated depreciation
   1995 $21,179; 1994 $21,160                     76,646             30,888
Other investments                                 41,705             37,861

Total cash and investments                    13,290,599          5,243,443

Accrued investment income                        156,532             67,371
Accounts receivable and agents' balances         134,126             62,959
Due from reinsurers (Note 14)                  1,449,613             31,268
Property and equipment, less
   accumulated depreciation
   1995 $104,701; 1994 $100,184                  109,937            100,672
Deferred policy acquisition costs and
   value of insurance in force,
   net of amortization (Note 4)                  834,764            329,139
Cost of acquired businesses in excess
   of net assets, net of accumulated
   amortization 1995 $11,579;1994 $15,183         69,240             28,069
Assets held in separate accounts                 345,530            210,225

Other assets                                      87,671             67,190

                                           $  16,478,012       $  6,140,336

See Notes to Consolidated Financial Statements.

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY                1995               1994

Policy liabilities: 		 		 

Future policy benefits (Note 5)              $    1,452,603     $    1,278,978
Policyholder contract deposits (Note 5)          10,781,219          1,846,043
Dividend accumulations and other
    policyholder funds on deposit                   181,694            176,519
Policy and contract claims                          199,205            172,216
Dividends for policyholders                          19,149             18,350
Deferred revenue and premiums
    collected in advance                             34,149             23,321
Other                                                53,555            118,336

Total policy liabilities                         12,721,574          3,633,763

Short-term borrowings (Note 6)                      230,000             29,350
Other debt (Note 6)                                 137,148               -
Securities sold under repurchase
   agreements (Note 7)                              196,040            266,838
Currently payable income taxes                       39,526               -
Deferred income tax liabilities (Note 12)           214,898            122,253
Liabilities related to separate accounts            345,530            210,225
Accounts payable, accruals and other liabilities    387,237            145,364

Total liabilities                                14,271,953          4,407,793

Commitments and contingent liabilities
    (Notes 2, 13, 14 and 18)

Redeemable preferred stock, par value
    $100 per share, authorized 500,000
    shares; issued 500,000 shares (Note 8)           50,000               -
Stockholders' equity (Notes 3, 9, 10 and 11):
Undesignated preferred stock                           -                  -
Common stock, par value $1.25 per share,
    authorized 1995 150,000,000 shares; 1994
    100,000,000 shares; issued 1995 71,213,162
    shares; 1994 72,674,060 shares, (adjusted
    for 1995 three-for-two stock split)              89,016             60,564
Retained earnings                                 1,542,344          1,441,132
Net unrealized gains on securities available
    for sale, less deferred income taxes
    1995 $279,787; 1994 $121,989                    526,724            230,847
Net unrealized losses on foreign currency
   translation, net of income taxes of $373          (2,025)              -

                                                  2,156,059          1,732,543

                                              $  16,478,012      $   6,140,336
<PAGE>
				
Jefferson-Pilot Corporation and Subsidiaries
Consolidated Statements of Income
Dollar Amounts in Thousands Except Per Share Information
						

                                                 Year Ended December 31
                                            1995         1994          1993
Revenue:

Life premiums & other considerations    $  398,923   $  256,237    $  240,996
Accident and health premiums               411,117      399,065       386,608
Total premiums & other considerations      810,040      655,302       627,604
Net investment income (Note 3)             540,805      375,196       360,800
Realized investment gains (Note 3)          48,509       61,426        54,234
Communications operations                  165,815      172,501       144,961
Other                                        4,247        4,385         4,850
                                         1,569,416    1,268,810     1,192,449

Benefits and expenses: 						

Life benefits and other credits
    to policyholders                       511,972      318,913       296,078
Accident and health benefits               330,324      308,949       305,648
Total benefits                             842,296      627,862       601,726
Insurance commissions                      109,890       71,752        55,189
General and administrative                 134,411      117,819       119,029
Insurance taxes, licenses and fees          28,629       23,351        23,474
Net deferral of policy acquisition
    costs (Note 4)                         (66,456)     (40,410)      (17,527)
Net amortization of value of insurance
   in force (Note 4)                        26,490          -             -
Communications operations                  113,394      120,833       100,100

                                         1,188,654      921,207       881,991
Income from continuing operations
   before income taxes and effect
   of change in accounting principle       380,762      347,603       310,458

Income taxes (Note 12)                     125,449      117,707       100,897

Income from continuing operations
   before cumulative effect of change
   in accounting principle                 255,313      229,896       209,561

Income from discontinued operations, net
    of income taxes (Note 2):     
Income from operations prior to disposal     2,178        9,341         9,720
Gain on disposal                            16,363          -             -

                                            18,541        9,341         9,720


                                               (Continued)
<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Consolidated Statements of Income (Continued)
Dollar Amounts in Thousands Except Per Share Information

                                             1995        1994         1993

Income before cumulative effect of
    change in accounting principle     $  273,854    $  239,237    $  219,281

Cumulative effect of change in
    accounting principle on years
    prior to 1993, net of income
    tax benefit (Note 13)                    -            -           (24,109)

Net income                             $  273,854    $  239,237    $  195,172

Net income available to common
   shareholders  (Note 1)              $  272,997    $  239,237    $  195,172

Income per share of common stock (Note 9):

Income from continuing operations
    before cumulative effect of
    change in accounting principle         $   3.55    $   3.15    $    2.78

Income from discontinued operations: 		 		 		 

Income from operations prior to disposal       0.03        0.13         0.13
Gain on disposal                               0.23         -            -

                                               0.26        0.13         0.13

Income before cumulative effect of
    change in accounting principle             3.81        3.28         2.91

Cumulative effect of change in
    accounting principle                        -           -          (0.32)

Net income                                 $   3.81    $   3.28    $    2.59

See Notes to Consolidated Financial Statements.
<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 1995, 1994 and 1993
Dollar Amounts in Thousands Except Per Share Information

                                          Capital in
                               Common     Excess of     Retained
                                Stock     Par Value     Earnings

						

Balance, January 1, 1993      $ 63,049    $      -     $ 1,270,342
Net income                         -             -         195,172
Common dividends,
   $1.04 per share                 -             -         (78,125)
Common stock issued                137         2,982
Common stock reacquired         (1,355)       (2,982)      (47,717)
Decrease during year               -             -            -

Balance, December 31, 1993      61,831           -       1,339,672
Change in accounting
   principle effective
   1/1/94 (Note 3)                 -             -            -
Net income                         -             -         239,237
Common dividends,
    $1.15 per share                -             -         (83,357)
Common stock issued                408         7,343
Common stock reacquired         (1,675)       (7,343)      (54,420)
Decrease during year               -             -            -

Balance, December 31, 1994      60,564           -       1,441,132
Net income                         -             -         273,854
Common dividends,
   $1.28 per share                 -             -         (91,222)
Preferred dividends                -             -            (857)
Common stock issued                 27         1,019          -
Common stock reacquired         (1,245)       (1,019)      (50,784)
Three-for-two common stock
 split (Note 9)                 29,670           -         (29,779)
Increase during year

Balance, December 31, 1995   $  89,016      $    -     $ 1,542,344

						
<PAGE>



         Net          Net Unrealized     Net Unrealized
      Unrealized         Gains on           Losses on
        Gains           Securities           Foreign             Total
      on Equity         Available           Currency           Stockholders'
      Securities        for Sale           Translation           Equity

							

    $   334,819      $      -          $       -          $     1,668,210
           -                -                  -                  195,172
           -                -                  -                  (78,125)
           -                -                  -                    3,119
           -                -                  -                  (52,054)
         (3,251)            -                  -                   (3,251)

        331,568             -                  -                1,733,071

							

       (331,568)         432,972               -                  101,404
           -                -                  -                  239,237
           -                -                  -                  (83,357)
           -                -                  -                    7,751
           -                -                  -                  (63,438)
           -            (202,125)              -                 (202,125)

           -             230,847               -                1,732,543
           -                -                  -                  273,854
           -                -                  -                  (91,222)
           -                -                  -                     (857)
           -                -                  -                    1,046
           -                -                  -                  (53,048)
           -                -                  -                     (109)
           -             295,877            (2,025)               293,852

   $       -        $    526,724       $    (2,025)       $     2,156,059

See Notes to Consolidated Financial Statements.

<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Dollar Amounts in Thousands

                                                  Year Ended December 31
                                              1995         1994         1993

Cash Flows From Operating Activities 						

Net income                                $  273,854   $  239,237   $  195,172

Adjustments to reconcile net income
   to net cash provided by operating
   activities:
Change in policy liabilities other
   than deposits                               8,940      (15,696)      35,415
Credits to policyholder accounts, net        144,861       26,537       28,143
Deferral of policy acquisition costs, net    (67,773)     (41,117)     (17,570)
Change in receivables and asset accruals     (42,534)     (10,350)     (45,063)
Change in payables and expense accruals       70,074      (11,608)      17,629
Realized investment gains and gain on
   disposal of discontinued operations       (69,012)     (61,569)     (56,947)
Other                                          2,353       16,654       29,391

   Net cash provided by
   operating activities                      320,763      142,088      186,170

Cash Flows From Investing Activities 						

Securities available for sale: 						
   Sales                                   1,257,064      778,976         -
   Maturities, calls and redemptions         300,705       98,243         -
   Purchases                              (1,601,965)    (817,464)        -

Securities held to maturity: 		 				
    Sales                                       -           7,431         -
    Maturities, calls and redemptions         33,513      122,589         -
    Purchases                                (58,366)    (577,121)        -

Debt securities: 		 				
    Sales, maturities, calls, redemptions       -            -         951,899
    Purchases                                   -            -      (1,377,593)

Equity securities: 		 				
    Sales                                       -            -          99,845
    Purchases                                   -            -         (65,246)
Repayments of mortgage loans                  95,727       71,114       63,399
Mortgage loans originated                   (291,000)    (173,139)     (85,678)
Decrease (increase) in policy loans, net    (108,208)       8,242        6,063
Cash received in assumption reinsurance
    transaction                              164,488         -            -
Cash paid for insurance business
    acquired, net                           (505,306)        -            -
Other investing activities, net               (7,148)     (32,787)       7,762

    Net cash used in
    investing activities                    (720,496)    (513,916)    (399,549)

<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
Dollar Amounts in Thousands

                                             1995         1994         1993
Cash Flows From Financing Activities

Policyholder contract deposits           $  741,205   $  361,991   $  264,602
Withdrawals of policyholder contract
    deposits                               (382,475)   (117,939)      (90,108)
Increase(decrease) in note payable,net      (29,350)    (10,350)       39,700
Borrowings under short-term credit
    facilities                              395,000        -             -
Repayments under short-term credit
    facilities                             (165,000)       -             -
Issuance of other debt                      131,588        -             -
Proceeds from securities sold under
   repurchase agreements                       -        584,225          -
Payments for securities sold under
   repurchase agreements                    (70,798)   (317,387)         -
Cash dividends                              (89,269)    (81,814)      (75,986)
Common stock transactions, net              (52,360)    (55,687)      (48,935)
Other financing activities, net              20,892        -             -

    Net cash provided by
    financing activities                    499,433     363,039        89,273

    Net increase (decrease) in
    cash and cash equivalents                99,700      (8,789)     (124,106)

Cash and cash equivalents, beginning         22,774      31,563       155,669

Cash and cash equivalents, ending       $   122,474   $  22,774    $   31,563

						
See Notes to Consolidated Financial Statements.

<PAGE>

Note 1.  Nature of Operations and Significant Accounting Policies

Nature of operations:  The Company's continuing operations are
in the life insurance and communications industries.  Life
insurance, accident and health insurance and annuities are
currently marketed to individuals and businesses in the United
States and Canada.  Communications operations consist of radio
and television broadcasting conducted through facilities located
in strategically selected markets in the Southeastern and
Western United States, and sports program production.

Prior to 1995, substantially all of the Company's life insurance
operations were conducted by Jefferson-Pilot Life Insurance
Company, a wholly-owned subsidiary (J-P Life).  In May 1995, J-P
Life assumed certain life insurance and annuity business of
Kentucky Central Life Insurance Company ("KCL") in an assumption
reinsurance transaction.  In October 1995, the Company acquired
Alexander Hamilton Life Insurance Company of America by merging
it into a previously-existing subsidiary ("AH Life").  In April 1995,
the Company sold Jefferson-Pilot Fire & Casualty Company ("JPF&C"),
formerly a wholly-owned subsidiary engaged in property and casualty
insurance operations.  Also during 1995, the assets and data
processing operations of Jefferson-Pilot Data Services, Inc.
("JPDS") were sold.  Additional information about the
above-described transactions is presented in Note 2 and
information about business segments is presented in Note 16.

Principles of consolidation:  The consolidated financial
statements include the accounts of Jefferson-Pilot Corporation
and all of its majority-owned subsidiaries. All material
intercompany accounts and transactions have been eliminated.

Basis of presentation:  The accompanying consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles ("GAAP").  The insurance
subsidiaries also submit financial statements to insurance
industry regulatory authorities.  Those financial statements are
prepared on the basis of statutory accounting practices ("SAP")
and are significantly different from financial statements
prepared in accordance with GAAP.

A comparison of statutory basis net income and capital and
surplus of the life insurance subsidiaries to the amounts
included in the consolidated financial statements is presented
in Note 10, along with a description for the principal
differences between SAP and GAAP as they related to the
subsidiaries' financial statements.

Use of estimates:  The preparation of financial statements in
accordance with GAAP requires management to make estimates and
assumptions affecting the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities as
of the date of the financial statements and the reported amounts
of revenue and expenses for the reporting period.  Actual
results and outcomes can differ from those estimates.

<PAGE>

Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Management considers available facts and knowledge of existing
circumstances when establishing estimated amounts included in
the financial statements.  While it does not generally expect
significant near- term changes in estimated amounts reflected in
the accompanying consolidated financial statements, operating in
the life insurance industry requires management to utilize
historical experience and assumptions about future events and
circumstances in order to develop estimates of material reported
amounts and disclosures.  Accounting estimates also play a
significant role in the financial reporting process of the
communications industry.  Included among the material (or
potentially material) reported amounts and disclosures that
require extensive use of estimates are (1) fair values of assets
received and liabilities assumed in assumption and acquisition
transactions, (2) fair values of investments in securities and
other financial instruments, (3) asset valuation allowances, (4)
policy liabilities, (5) deferred policy acquisition costs and
value of insurance in force, (6) liabilities for pension and
other postretirement benefits, (7) liabilities for potential
assessments of additional income taxes relating to prior years
and (8) the potential effects of resolving litigated matters. 
Estimates regarding all of the preceding are inherently subject
to change and are reassessed periodically.

Cash and cash equivalents:  The Company includes with cash and
cash equivalents its holdings of highly liquid investments which
either mature within three months of the date of acquisition or
contain an investor put option that can be exercised at par
within 90-day intervals.  The Company routinely maintains cash
deposits with financial institutions in amounts that exceed
federally-insured limits, but has not experienced any loss of
principal related to such deposits.

Investments in debt and equity securities:  The Company's
investments in debt securities include notes, bonds,
collateralized mortgage obligations, convertible and other debt
instruments, and redeemable preferred stocks.  Investments in
equity securities include common and nonredeemable preferred
stocks.

The Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) 115 Accounting for Certain
Investments in Debt and Equity Securities effective January 1,
1994.  SFAS 115 applies to equity securities having readily
determinable fair values and to debt securities.  Securities
under its scope must be classified for financial reporting
purposes as either 1) securities held to maturity, stated at
amortized cost; 2) trading securities, stated at fair value with
unrealized gains and losses reflected in income; or 3)
securities available for sale, stated at fair value with net
unrealized gains and losses included in a separate component of
stockholders' equity, net of deferred income tax effect.

SFAS 115 establishes criteria for classifying debt securities as
held to maturity or trading and requires debt securities not
otherwise classified to be accounted for as available for sale. 
Equity securities with readily determinable fair values are
required to be classified as either trading or available for
sale.  Except for those included in a trading portfolio,
individual securities that experience other-than-temporary
declines in value to amounts less than amortized cost must be
adjusted to a new cost basis, with a corresponding charge to
earnings.

<PAGE>
Note 1.   Nature of Operations and Significant Accounting Policies (Continued)

In connection with the adoption of SFAS 115, the Company
classified debt securities that it has both the positive intent
and ability to hold until maturity as held to maturity.  Other
debt securities and all marketable equity securities were
classified as available for sale.  Prior to adopting SFAS 115,
all debt securities were stated at amortized cost less
allowances for other-than-temporary declines in value.  Debt
securities classified as available for sale were adjusted to
aggregate fair value as of January 1, 1994 and equity securities
held by the parent company, which were previously stated at the
lower of aggregate cost or market, were adjusted to market
value.  Equity securities held by insurance subsidiaries were
already stated at market and therefore were not adjusted. 

Amortization of premiums and accrual of discounts on investments
in debt securities are reflected in earnings over the
contractual terms of the investments in a manner that produces a
constant effective yield.  Realized gains and losses on
dispositions of securities are determined by the
specific-identification method.  

Fair values of debt and equity securities have been determined
using values obtained from independent pricing services and
discounted cash flow techniques, as considered appropriate based
on consideration of relevant investment characteristics.

Mortgage and policy loans:  Mortgage loans on real estate are
stated at unpaid balances, net of allowances for unrecoverable
amounts.  Policy loans are stated at their unpaid balances.

During 1995, the Company adopted SFAS 114 Accounting by
Creditors for Impairment of a Loan.  SFAS 114, as amended by
SFAS 118, requires that certain impaired loans be reported at
the net present value of expected future cash flows, the loan's
observable market price or, for collateral dependent loans,  the
fair value of the underlying collateral.  Adoption of SFAS 114
did not have a significant effect on the consolidated financial
statements for 1995.

Real estate and other investments:  Real estate not acquired by
foreclosure is stated at cost less accumulated depreciation. 
Real estate acquired by foreclosure is stated at the lower of
depreciated cost or fair value minus estimated costs to sell. 
Real estate is depreciated principally by the straight-line
method over estimated useful lives generally ranging from 30 to
40 years for buildings.  Other investments are stated at equity,
or the lower of cost or market, as appropriate. 

Property and equipment:  Property and equipment are stated at
cost and depreciated principally by the straight-line method
over their estimated useful lives, generally 30 to 50 years for
buildings and approximately 10 years for other property and
equipment.

Deferred policy acquisition costs and value of insurance in
force:  The costs of acquiring new business, including
commissions, certain costs of underwriting and issuing policies
and certain agency office expenses, all of which vary with and
are primarily related to the production of new business, have
been deferred.

<PAGE>
Note 1. Nature of Operations and Significant Accounting Policies (Continued)

For traditional life insurance policies, the deferred costs are
amortized over the premium paying periods of the related
contracts using the same assumptions about anticipated premium
revenue that are used to compute liabilities for future policy
benefits.  For universal life and annuity products, these costs
are amortized at a constant rate based on the present value of
the estimated future gross profits to be realized over the terms
of the contracts, not to exceed 25 years.  

Value of insurance in force represents the actuarially
determined present value of anticipated profits to be realized
from life insurance and annuity business acquired, using the
same assumptions used to value the related liabilities where
appropriate.  Value of insurance in force relating to the KCL
transaction was determined using a risk-adjusted discount rate. 
A risk-adjusted discount rate was also applied in determining
the value of insurance in force acquired in the AH Life
transaction.  Value of insurance in force is amortized over the
related contract periods, using current crediting rates to
accrete interest and a constant rate based on the present value
of expected future profits to amortize.

The carrying amounts of deferred policy acquisition costs and
value of insurance in force are adjusted for amounts that would
have been recognized if realized gains and losses and net
unrealized holding gains or losses on debt securities classified
as available for sale had actually been realized.  Both deferred
policy acquisition costs and value of insurance in force are
reviewed periodically to determine that the unamortized portion
does not exceed expected recoverable amounts.  No impairment
adjustments have been reflected in earnings of any year
presented.

Cost of acquired businesses in excess of net assets:  Prior to
1995, the cost of acquired businesses in excess of net assets
included the excess of amounts paid in acquisitions of radio and
television properties and electronic data processing operations
over the value of identifiable tangible and intangible net
assets obtained.  Excess of cost over identifiable tangible and
intangible net assets obtained in the acquisition of Alexander
Hamilton Life Insurance Company and affiliates is included in
the December 31, 1995 amount.

Amounts relating to acquisitions completed after October 31,
1970 are amortized on a straight-line basis over periods of 5 to
40 years.  Carrying amounts are regularly reviewed for
indications of value impairment, with consideration given to
financial performance and other relevant factors.

Separate accounts:  Separate accounts are assets and liabilities
associated with certain contracts for which investment income
and investment gains and losses accrue directly to the contract
holders.  The assets of the separate accounts are stated at
value and are not subject to any claims which may arise out of
any other business of the Company.

Recognition of revenue:  Premiums on traditional life insurance
products are reported as revenue when received unless received
in advance of the due date.  Benefits and expenses are provided
against earned premium revenue in a manner which recognizes
profits over the estimated lives of the insurance contracts.

Premiums on accident and health insurance are reported as
earned, over the contract period.  A reserve is provided for the
portion of premiums written which relate to unexpired coverage
terms.

<PAGE>
Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Revenue from universal life-type and annuity products includes
charges for the cost of insurance, for initiation and
administration of the policy, and for surrender of the policy. 
Revenue from these products is recognized in the year assessed
to the policyholder, except that any portion of an assessment
which relates to services to be provided in future years is
deferred and recognized over the period during which services
are provided.

Future policy benefits:  Liabilities for future policy benefits
on traditional life and accident and health insurance are
computed by the net level premium valuation method based on
assumptions about future investment yield, mortality, morbidity
and termination.  Estimates about future circumstances are based
principally on the historical experience of the life insurance
subsidiaries and provide for possible unfavorable deviations.
        
Policyholder contract deposits:  Policyholder contract deposits
consist of policy values that accrue to holders of universal
life-type contracts and annuities.  The liability is determined
using the retrospective deposit method and does not include a
provision for possible future assessments against policyholders.
        
Recognition of benefits and expenses:  Benefits and expenses,
other than deferred policy acquisition costs, related to
traditional life and accident and health insurance products are
recognized when incurred in a manner designed to match them with
related premiums and spread income recognition over expected
policy lives.  For universal life-type and annuity products,
benefits include interest credited to policyholders' accounts,
which is recognized as it accrues.

Policy and contract claims:  The liability for policy and
contract claims consists of the estimated amount payable for
claims reported but not yet settled, claims incurred during the
year but reported subsequent to the date of the consolidated
balance sheet, and an estimate of claims incurred but not
reported, which is based on the historical experience of the
life insurance subsidiaries, adjusted for trends and
circumstances.  Management believes that the recorded liability
is sufficient to provide for the associated claims adjustment
expenses.
        
Reinsurance balances and transactions:  Reinsurance receivables
include amounts related to paid benefits and estimated amounts
related to unpaid policy and contract claims, future policy
benefits and policyholder contract deposits.  The cost of
reinsurance is accounted for over the terms of the underlying
reinsured policies using assumptions consistent with those used
to account for the policies.

Participating policies:  Participating life policies approximate
the following percentages of ordinary life insurance in force
and ordinary life insurance premium revenue as of December 31,
1995, 1994 and 1993 and for the years then ended:

                                              1995    1994    1993

   Ordinary life insurance in force             4%     12%     13%

   Ordinary life premium revenue               21%     22%     23%

<PAGE>

Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

The amount of dividends to be paid on participating policies is
determined annually by the Board of Directors.  Anticipated
dividends are accounted for as a planned contractual benefit in
computing the value of future policy benefits.  Estimated
amounts of policy dividends for the succeeding twelve months are
based on the current scale, while estimated dividends applicable
to later years are based on the dividend scale which was in
effect when the policies were issued.

Advertising costs:  Advertising costs are expensed as incurred.  Advertising
expense approximated $9.6 million in 1995, $9.4 million in 1994 and $8.0
million in 1993.

Income taxes:  The parent company and its subsidiaries file a consolidated
life/nonlife federal income tax return.  Deferred income taxes are recorded
on the differences between the tax bases of assets and liabilities and the
amounts at which they are reported in the consolidated financial statements.
Recorded amounts are adjusted to reflect changes in income tax rates and
other tax law provisions as they become enacted.

Net income per share of common stock:  Net income per share of common
stock is based on the weighted average number of common shares outstanding.
The weighted average number of shares outstanding was 71,693,816 in 1995,
72,960,533 in 1994 and 75,375,227 in 1993.  Net income per share of common
stock for 1995 was computed after deducting dividends on redeemable
preferred stock of $857 thousand.

Reclassifications:  The Company's policy is to reclassify certain amounts
reported in prior years' consolidated financial statements when necessary
to conform with the presentations adopted in the current year.
These reclassifications have no effect on net income or stockholders'
equity of the prior years.

New accounting pronouncements:  In March 1995, the Financial Accounting
Standards Board ("FASB") issued SFAS 121 Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of which
will be effective in 1996.  SFAS 121 establishes accounting standards
for the impairment of long-lived assets, certain identifiable intangibles,
and goodwill relating both to such assets that are to be held and used
and to long-lived assets and certain identifiable intangibles that are
to be disposed of.  The Company has not yet completed its analysis of
the effects, if any, that initial application of SFAS 121 might have on
its consolidated financial statements.

In October 1995 the FASB issued SFAS 123 Accounting for Stock-Based
Compensation which will also be effective in 1996. SFAS 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans and allows entities to continue to measure compensation
cost for those plans using the intrinsic value-based method prescribed by
Accounting Principles Board ("APB") Opinion 25 Accounting for Stock
Issued to Employees, or to adopt a fair value-based measurement method.
Entities that do not elect to adopt a fair value-based method are required
to make pro-forma disclosures of net income and income per share as if
the fair value-based method had been applied.  Such pro-forma amounts
are likely to be less than the corresponding amounts presented in future
statements of  income if the APB 25 method is continued. The Company has
not yet decided whether to adopt the fair value-based measurement method
described in SFAS 123.

<PAGE>

Note 2.  Certain Significant Transactions

Assumption reinsurance transaction:

On May 31, 1995, J-P Life assumed certain life insurance and
annuity business of KCL in a transaction which was accomplished
through an assumption reinsurance agreement.  KCL has operated
under the control of the Kentucky Insurance Commissioner since
February 1993.  The assumption reinsurance agreement was part of
a plan of rehabilitation for KCL that was approved by the court
of jurisdiction in August 1994 and subsequently appealed.  Upon
execution of the agreement, assets consisting primarily of cash,
debt securities, policy loans and receivables with aggregate
fair value of $874 million were transferred to J-P Life, and J-P
Life assumed liabilities with aggregate fair value of $1.096
billion.  The difference between the fair values of assets
received and liabilities assumed was recorded as value of
insurance in force, representing the actuarially determined
present value of anticipated profits to be realized from the
business, using a risk-adjusted discount rate. 

Further participation options remaining available to
approximately 4,000 KCL policyholders may result in future
adjustment to the asset and liability balances related to the
KCL transaction, and to the Company's policy value enhancement
under the assumption reinsurance agreement.  If 100% of such
policyholders elected further participation, approximately $116
million of additional policy liabilities would result.  To the
extent such policyholders opt against further participation, J-P
Life will refund related policy amounts with interest.  The
Company has recorded approximately $78 million, which is
included with other liabilities, pending resolution of the
policyholder option process.  Policyholder subsidies provided by
participating guaranty associations, which are intended in part
to mitigate the unfavorable impact of surrenders, do not become
effective before February 1, 1996.  After that date, the
policyholder withdrawal rate may increase.  Management does not
expect either of these unresolved circumstances to have a
material effect on the Company's financial position or results
of operations.

Business acquisition:

On October 6, 1995, the Company acquired Alexander Hamilton Life
Insurance Company of America and its wholly-owned subsidiary
Alexander Hamilton Capital Management, Inc. from a subsidiary of
Household International, Inc. ("Household") under a stock
purchase agreement dated August 9, 1995.  The acquisition was
completed through merger into a wholly-owned Michigan domiciled
life insurance subsidiary of the Company, which was thereupon
renamed Alexander Hamilton Life Insurance Company of America
("AH Life").  First Alexander Hamilton Life Insurance Company
("FAHL"), which is domiciled in New York, was acquired by AH
Life on October 13, 1995.

Periodic Payment Annuity ("PPA") contracts, consisting primarily
of structured settlements and lottery business and
Corporate-Owned Life Insurance ("COLI") written prior to the
acquisition, as well as certain pre-acquisition credit life,
accident and health and other ("Affiliated") business written in
conjunction with the lending activities of Household were
reinsured with affiliates of Household on a coinsurance basis
with 100% reinsurance.  As discussed in Note 14, assets related
to the reinsured PPA and COLI business have been placed in
irrevocable trusts formed to hold the assets for the benefit of
AH Life and FAHL, and Household has entered into certain
guarantee agreements regarding payment, performance and capital
maintenance on the part of its affiliates.  A similar guarantee
regarding affiliate payment and performance covers the
Affiliated business reinsured.  Businesses acquired  include
substantially all of the life insurance and single premium
deferred annuity contracts of Alexander Hamilton Life Insurance
Company of America and FAHL that were in force on the
acquisition date.

<PAGE>
Note 2.  Certain Significant Transactions (Continued)

The aggregate purchase price of $575 million was paid $475
million in cash and $50 million in redeemable preferred stock of
AH Life, plus the purchase from Household of a $50 million
surplus note of Alexander Hamilton Life Insurance Company of
America.  The acquisition was financed through a combination of
internal liquid resources, borrowings of approximately $187
million under a revolving credit agreement and proceeds of $127
million (after transaction costs) from the issuance of Automatic
Common Exchange Securities ("ACES") Due January 21, 2000 (see Note 6).

Pursuant to the stock purchase agreement, the entire acquisition
was effective October 1, 1995 and was accounted for as a
purchase under Opinion 16 of the Accounting Principles Board
("APB 16").  The Company's consolidated financial statements
include the consolidated results of operations of AH Life for
the period since that date.  Assets and liabilities of the
acquired companies were recorded at their fair values as of the
acquisition's effective date.  Value of insurance in force of
$324.6 million, computed using a risk-adjusted discount rate and
representing the actuarially determined present value of
anticipated profits to be realized from the acquired life
insurance and annuity business, was recorded as an asset.  The
excess of cost (purchase price) over the fair value of
identifiable tangible and intangible net assets acquired ($50.4
million) was also recorded as an asset.  The allocation of the
purchase price has been made based on preliminary estimates of
tax basis of assets and liabilities and assignment of cost of
acquired businesses in excess of net assets among affiliates
and may be subject to change.  The Company's management has
completed a plan of integration under which a majority of AH
Life's employees will be involuntarily terminated or relocated
within nine months of the acquisition date.  The present value
of expected associated costs approximating $11 million was
accrued as of the acquisition date.

The following pro-forma financial information (in thousands
except per share amounts) has been prepared assuming that the
acquisition of Alexander Hamilton Life Insurance Company of
America and affiliates had taken place at the beginning of each
year presented.  The pro-forma information includes adjustments
for interest expense and foregone investment income that would
have resulted from financing the acquisition, amortization of
adjustments to fair value, amortization of value of insurance in
force and excess of cost over value of net assets acquired,
reinsurance administration fees and related tax effects.  The
pro-forma financial information is not necessarily indicative of
results of operations that would have been reported had the
transaction been completed on the dates assumed.

                                                 1995                1994
                                                        (Unaudited)

Revenue                                      $   1,725,801      $   1,418,443
Income from continuing operations                  279,850            261,493
Net income applicable to common shareholders       294,854            267,272
Net income per common share                           4.11               3.66

<PAGE>
Note 2.      Certain Significant Transactions (Continued)

Discontinued operations:

Discontinued operations include the property and casualty and
title insurance subsidiaries which formerly comprised the
Company's other insurance business segment.

On December 30, 1994, Jefferson-Pilot Title Insurance Company
("JPT") entered into a reinsurance agreement with First American
Title Insurance Company (First American) under which JPT ceded
to First American its obligations and liabilities on all
policies issued through that date.  After the reinsurance
agreement became effective, substantially all of JPT's cash and
investments were transferred to the parent company and the
parent company then sold 100% of JPT's common stock to First
American for cash and a note totaling approximately $1.3
million.  No material gain was realized on the transactions
which resulted in the disposition of JPT.

On December 23, 1994, the Company signed a definitive agreement
to sell Jefferson-Pilot Fire & Casualty Company (JPF&C) to
Southern Guaranty Insurance Company, a subsidiary of Winterthur
U.  S. Holdings.  In preparation for the sale, JPF&C sold a
portion of its securities portfolio in the open market and
transferred net assets carried at approximately $32 million to
its immediate parent company.  After regulatory approval, the
sale was closed on April 3, 1995 for $55 million in cash.  The
Company realized a gain of $16.4 million from the disposition of
JPF&C, net of income taxes of $4 million.

Financial information relative to discontinued operations
follows (in thousands).  Asset and liability information, as
of December 31, 1994, relates entirely to JPF&C.

Assets 	 	 

  Cash and cash equivalents                 $    2,857
  Investments available for sale               108,870
  Receivables and other                         34,717
                                               146,444
Liabilities

   Losses payable                               42,595
   Unearned premiums                            28,104
   Deferred income taxes and other              10,705
                                                81,404

Net assets                                  $   65,040

<PAGE>
Income from operations prior to disposal:

                                            Year Ended December 31,
                                       1995            1994           1993

Revenue                             $  15,956      $   64,862      $  54,175
Income before income taxes
   and cumulative effect of
   change in accounting principle       2,413          10,944         11,573
Income taxes                              235           1,603          1,853
Cumulative effect of change in
   accounting principle,
   net of tax benefit of $263             -              -              (510)
Net income                          $   2,178      $    9,341      $   9,210


Other dispositions:

On February 14, 1995, substantially all of the assets and the
media industry data processing operations of Jefferson-Pilot
Data Services, Inc. (JPDS) were sold.  Prior to the sale, JPDS
was a part of the Company's communications business segment.  
Aggregate consideration approximated $33 million in cash and,
after accrual of certain sale-related expenses the sale resulted
in a realized gain of approximately $15.7 million ($11 million
after income taxes).   Aside from the disposition gain, JPDS net
income for 1995 amounted to $1.3 million, substantially all of
which resulted from retirement plan curtailment gains.  JPDS net
income of $2.6 million in 1994 and $2.0 million in 1993 is
included in the consolidated statements of income of those
years.  JPDS net income for 1993 reflects an after-tax charge of
$575,000 resulting from the adoption of SFAS 106 (see Note 13).

<PAGE>

Note 3.  Investments

Changes during 1995 and 1994 in amounts affecting net unrealized
gains included in the separate component of stockholders'
equity, reduced by deferred income taxes, are as follows (in thousands):

                                          Net Unrealized Gains (Losses)
                                        Debt            Equity
                                      Securities      Securities      Total

Effect of adopting SFAS 115
    as of January 1, 1994:
  Increase in stated amount
    of securities                    $  106,624     $   70,104    $    176,728
  Reduction of deferred policy
    acquisition costs                   (15,235)          -            (15,235)
  Increase in deferred income
    tax liabilities                     (31,986)       (28,103)        (60,089)
  Increase in net unrealized
   gains included in
   stockholders' equity                  59,403         42,001         101,404

Changes during year ended
    December 31, 1994:
  Decrease in stated amount
    of securities                      (191,733)      (150,220)       (341,953)
  Increase in deferred policy
    acquisition costs                    25,526           -             25,526
  Decrease in deferred income
    tax liabilities                      52,022         62,280         114,302
  Decrease in net unrealized
    gains included in
    stockholders' equity                (54,782)       (45,939)       (100,721)
  Net unrealized gains on equity
    securities held by insurance
    subsidiaries as of 12/31/93            -           331,568         331,568
  Net unrealized gains (losses)
    on securities available for
    sale as of December 31, 1994        (54,782)       285,629         230,847
Change during year ended
    December 31, 1995:
  Increase in stated amount
    of securities                       337,323        181,561         518,884
  Reduction of value of insurance
    in force and deferred policy
    acquisition costs                   (65,209)          -            (65,209)
  Increase in deferred income
    tax liabilities                     (91,534)       (66,264)       (157,798)
  Increase in net unrealized gains
    included in stockholders' equity    180,580        115,297         295,877

Net unrealized gains on securities
    available for sale as of
    December 31, 1995              $    125,798    $   400,926     $   526,724

<PAGE>

Note 3.     Investments (Continued)

Aggregate amortized cost, aggregate fair value (stated amount), and gross
unrealized gains and losses pertaining to securities classified as available
for sale as of December 31, 1995 are as follows (in thousands):

                                                Available for Sale

                                               Gross        Gross
                                Amortized    Unrealized   Unrealized     Fair
                                  Cost         Gains       (Losses)      Value

U. S. Treasury obligations
   and direct obligations of
   U. S. Government agencies    $  483,040  $  37,462  $      (22) $    520,480
Federal agency issued collater-
   alized mortgage obligations   1,774,585     87,147      (5,614)    1,856,118
Obligations of states and
   political subdivisions,
   including special
   revenue obligations             290,272      6,129        (452)      295,949
Corporate obligations            2,998,584    119,878     (32,072)    3,086,390
Corporate private-labeled
   collateralized
   mortgage obligations            600,685     40,794      (1,044)      640,435
Redeemable preferred stocks         61,181      1,029      (3,373)       58,837
Subtotal, debt securities        6,208,347    292,439     (42,577)    6,458,209
Equity securities                  207,128    610,054        (838)      816,344

Securities available for sale $  6,415,475  $ 902,493  $  (43,415) $  7,274,553

Aggregate amortized cost (stated amount), aggregate fair value and gross
unrealized gains and losses pertaining to debt securities classified as
held to maturity as of December 31, 1995 are as follows (in thousands):

                                             Held to Maturity

                                             Gross          Gross
                               Amortized   Unrealized    Unrealized     Fair
                                 Cost        Gains        (Losses)      Value

Obligations of states and
   political subdivisions,
   including special
   revenue obligations       $    41,701  $      577  $     (184)  $    42,094
Corporate obligations          3,485,703     147,911     (27,169)    3,606,445
Debt securities held
   to maturity               $ 3,527,404  $  148,488   $ (27,353)  $ 3,648,539

<PAGE>
Aggregate amortized cost, aggregate fair value (stated amount), and gross
unrealized gains and losses pertaining to securities classified as available
for sale as of December 31, 1994 are as follows (in thousands):

                                            Available for Sale

                                             Gross         Gross
                               Amortized   Unrealized    Unrealized     Fair
                                 Cost        Gains        (Losses)     Value

U. S. Treasury obligations
   and direct obligations of
   U. S. Government agencies   $  573,529  $    8,417  $   (29,851)  $  552,095
Federal agency issued collater-
   alized mortgage obligations    394,855         229      (28,310)     366,774
Obligations of states and
   political subdivisions,
   including special
   revenue obligations             61,927       1,271       (2,518)      60,680
Corporate obligations             550,204       2,242      (33,758)     518,688
Corporate private-labeled
   collateralized
   mortgage obligations            87,592       2,385       (3,001)      86,976
Redeemable preferred stocks        23,867         301       (2,516)      21,652

Subtotal, debt securities       1,691,974      14,845      (99,954)   1,606,865

Equity securities                 290,370     439,700      (12,047)     718,023

Securities available for sale  $1,982,344  $  454,545   $ (112,001)  $2,324,888

<PAGE>

Aggregate amortized cost (stated amount), aggregate fair value and gross
unrealized gains and losses pertaining to debt securities classified as
Held to maturity as of December 31, 1994 are as follows (in thousands):

                                                 Held to Maturity
                                             Gross         Gross
                               Amortized   Unrealized    Unrealized     Fair
                                  Cost       Gains       (Losses)     Value

Federal agency issued
   collateralized
   mortgage obligations      $   509,741   $   -      $  (58,027)  $   451,714
Obligations of states and
   political subdivisions,
   including special
   revenue obligations            31,705        684       (1,275)       31,114
Corporate obligations          1,398,600     13,524      (96,817)    1,315,307

Debt securities held
   to maturity               $ 1,940,046   $ 14,208   $ (156,119)  $ 1,798,135

<PAGE>
Aggregate amortized cost and aggregate fair value of debt securities as of
December 31, 1995, according to contractual maturity date, are as indicated
below (in thousands).  Actual future maturities will differ from the
contractual maturities shown because the issuers of certain debt securities
have the right to call or prepay the amounts due the Company, with or
without penalty.

                              Available for Sale         Held to Maturity
                            Amortized      Fair       Amortized       Fair
                              Cost         Value        Cost          Value

Due in one year or less  $    14,959  $    15,043   $    18,961  $    19,044
Due after one year
  through five years         767,479      793,070       847,584      847,743
Due after five years
   through ten years       1,692,834    1,760,259     1,052,614    1,089,046
Due after ten years
  through twenty years       374,281      398,245       342,914      356,934
Due after twenty years       291,364      306,446        27,248       29,172
Amounts not due at a
   single maturity date    3,006,249    3,126,309     1,238,083    1,306,600

                           6,147,166    6,399,372     3,527,404    3,648,539

Redeemable preferred stocks   61,181       58,837         -            -

                         $ 6,208,347  $ 6,458,209   $ 3,527,404  $ 3,648,539


The Company's investment policy requires it to maintain a
diversified, high average quality debt securities portfolio and
imposes limits on holdings of lower quality securities,
including those with heightened risk-reward exposure.  Credit
exposure is regularly monitored on an overall basis and from
industry, geographic and individual issuer perspectives. 
Exposure limits are reduced as credit quality declines.  When
credit quality declines to the extent that limits are violated,
the affected holdings must be promptly conformed to limits or
Finance Committee approval must be sought.  Current investment
policy limits the life insurance subsidiaries' investments in
equity securities and real estate to a prescribed percentage of
statutory surplus plus asset valuation reserve.  Duration/cash
flow characteristics of fixed-income investments are compared
with those of insurance liabilities to ascertain that durations
are prudently managed.  Only fixed-income investments back the
Company's life insurance liabilities and cash flow tests are
regularly performed.

At its acquisition date, Alexander Hamilton Life Insurance Company
of America had in place a planned program of investing in higher
yielding, below investment grade fixed-income securities.  As of
December 31, 1995 investments under this program and all other below
investment grade securities of AH Life and its subsidiaries amounted
to $342.5 million, which is above the Company's investment policy limit.
AH Life's below investment grade program has been reviewed by the
Finance Committee and a plan to align the holdings with Company policy
is under design.

<PAGE>
While the Company's investment policy permits the use of derivative
financial instruments such as futures contracts and interest rate swaps
in conjunction with specific direct investments, the Company has not
historically employed such instruments to alter investment or liability
positions.  AH Life has limited involvement with derivative financial
instruments and does not use them for trading purposes, but generally to
manage well-defined interest rate risk.  Interest rate swaps with a
notional value of $125 million are open as of December 31, 1995,
termination of which at current interest rates would result in an
insignificant settlement payment.  Interest is exchanged monthly on the
notional value, with the Company receiving a weighted average rate of
5.28% and paying one month LIBOR (5.6875% at December 31, 1995) on a net
exchange basis. The net amount received or paid under these swaps is
reflected as an adjustment to investment income.  Although off-balance-sheet
derivative financial instruments do not expose the Company to credit risk
equal to the notional amount, such agreements represent credit risk to the
extent of any gain in fair value if the counterparty fails to perform.  The
counterparties to these swaps are large commercial banks and investment
banks which have been approved by the Finance Committee.  During 1995 the
Company also established a portfolio of trading securities for the primary
purpose of writing covered call options in expectation of enhanced total
returns from option premiums, market appreciation and dividends received.
The  proceeds received from covered call options was not material and the net
unrealized holding gain included in 1995 income approximated $500 thousand.

The Company's investment policy relating to collateralized
mortgage obligations ("CMO's") focuses on actively traded, less
volatile issues that produce relatively stable cash flows.  CMO
holdings as of December 31, 1995 consist predominately of the
least volatile PAC and sequential tranches of federal agency
issues.  Due to the high quality and liquid nature of the CMO
portfolio, the Company believes the impairment risks associated
with these securities are no greater than those applicable to
direct agency or corporate issues.

Investments in debt and equity securities include approximately
2,000 issuers, with only one corporate issuer representing more
than one-percent of the aggregate reported amounts of these
investments.  Included with equity securities is common stock of
NationsBank Corporation stated at value of $288.3 million (2.7%)
and $236.6 million (5.5%) as of December 31, 1995 and 1994. 
Debt securities considered less than investment grade
approximated 4.7% of the debt securities portfolio as of
December 31, 1995.  Debt securities with fair value
approximating $20 million are on deposit with or for states in
which subsidiaries conduct life insurance operations.

At December 31, 1995, the recorded investment in loans that are
considered to be impaired under SFAS 114 was $78 million, for
which the related allowance for credit losses is $12 million. 
The average recorded investment in impaired loans during the
year ended December 31, 1995 was approximately $79 million.  For
the year ended December 31, 1995, the Company recognized
interest income on impaired loans of $7.9 million using the cash
basis method.  Recorded investments in impaired loans and
related interest income in 1994 and 1993 were less than the
amounts as of and for the year ended December 31, 1995.

<PAGE>
The Company's mortgage loan portfolio is comprised primarily of
conventional real estate mortgages collateralized by retail
(46%), apartment (16%), hotel and office (11% each) properties. 
Mortgage loan underwriting standards emphasize the credit status
of a prospective borrower, quality of the underlying collateral
and conservative loan-to-value relationships.  Speculative
lending arrangements presenting heightened risk-reward exposure
comprise an insignificant percentage of the portfolio. 
Approximately 49% of stated mortgage loan balances as of
December 31, 1995 are due from borrowers in South Atlantic
states and approximately 16% are due from borrowers in West
South Central states.  No other geographic region represents as
much as 10% of December 31, 1995 mortgage loans.  Delinquent
loans outstanding as of December 31, 1995 approximated $8
million and the Company has provided a valuation allowance of
$27 million against the entire mortgage loan portfolio.  Real
estate acquired by foreclosure is carried at $3.5 million, net
of allowances of $.9 million. 

The details of investment income, net of investment expenses, for the
three years ended December 31, 1995 follow (in thousands):

                                                    Year Ended December 31
                                                  1995       1994       1993

Interest on bonds and other debt securities    $ 408,003  $ 260,130  $ 243,384
Dividends on preferred stocks                      5,409      5,050      7,409
Dividends on common stocks                        22,945     28,025     26,890
Interest on mortgage loans                        79,098     62,599     57,139
Interest on policy loans                          15,155     12,498     12,978
Real estate income                                 9,690      9,099      9,642
Other investment income                           14,560      8,563      6,462
Investment income of life
  insurance operations                           554,860    385,964    363,904
Investment income of other companies              24,244     12,149      7,793

Total investment income                          579,104    398,113    371,697

Investment expenses                              (38,299)   (22,917)   (10,897)

Net investment income                          $ 540,805  $ 375,196  $ 360,800

Investment expenses include salaries, taxes, interest, expenses of
maintaining and operating investment real estate, real estate depreciation
and other allocated costs of investment management and administration.

<PAGE>
The details of realized gains (losses) for the three years ended
December 31, 1995 follow (in thousands):

                                                Year Ended December 31,
                                         1995           1994          1993

Bonds and other debt instruments    $   (3,475)    $   (9,478)     $   16,786
Preferred stocks                        (3,454)           834           1,904
Common stocks                           62,883         65,671          32,841
Other                                   (7,445)         4,399           2,703
Realized investment gains           $   48,509     $   61,426      $   54,234


Information about proceeds and gross realized gains and losses
on securities transactions involving continuing operations
during 1995 and 1994 follows (in thousands):

                                     1995                       1994
                            Available    Held to       Available    Held to
                            for Sale     Maturity      for Sale     Maturity
Proceeds:
  From sales              $ 1,227,811  $    -         $  778,429   $   7,431
  From maturities,
   calls and redemptions      258,664     33,513          93,756     122,589
                          $ 1,486,475  $  33,513      $  872,185   $ 130,020

Gross realized: 								
  Gains                  $     54,018  $   1,490      $   60,860   $   1,709
  Losses                      (26,903)      (163)        (23,520)       (329)
Net realized gains       $     27,115  $   1,327      $   37,340   $   1,380

A held-to-maturity security with amortized cost of $5 million
was transferred to the available-for-sale category during 1995
and securities with amortized cost of $7.76 million were sold
during 1994, both due to significant declines in the credit
worthiness of the issuers.  Related recognized losses were not
significant.  On November 30, 1995, the Company transferred
certain debt securities between the held-to-maturity and
available-for-sale classifications concurrent with the adoption
of additional SFAS 115 implementation guidance, which permitted
a one-time reassessment of the appropriateness of classification
of securities held.  This reassessment resulted in
available-for-sale debt securities with fair value of $392.8
million and amortized cost of $380.0 million being transferred
to the held-to-maturity classification.  The excess of
transfer-date fair value of individual securities over their
amortized cost, and the related unrealized net holding gain,
will be amortized over the period to maturity.  In addition,
held-to-maturity debt securities with an amortized cost of
$620.0 million and a fair value of $633.0 million were
transferred to the available-for-sale classification, increasing
unrealized net holding gains by $13.0 million.

Realized gains on held-to-maturity securities represent call
premiums. During 1995 and 1994 J-P Life transferred securities
classified as available for sale to the Company's defined
benefit pension plans.  Equity securities with cost of $7.1
million and value of $33.4 million were transferred during 1995,
and gains of $26.3 million were recognized.  The transfer in
1994 included debt securities with amortized cost of $48.9
million and equity securities with a cost of $7.8 million.  The
securities transferred in 1994 had an aggregate value of $75
million on the date of transfer and a gain of $18.3 million was
recognized.

During 1993, the Company sold selected debt securities when
calls or prepayments were considered likely.  Proceeds from such
sales represented $109 million of the $170 million total
proceeds from sales of debt securities in 1993.  Most of the
realized gains on debt securities in 1993 represent call
premiums.  Realized gains on debt securities for 1993 are stated
net of losses approximating $8 million related to declines in
value considered other than temporary.

Note 4.  Deferred Policy Acquisition Costs and Value of Insurance in Force

Information about deferred policy acquisition costs for the
three years ended December 31, 1995 follows (in thousands):

                                               Year Ended December 31,
                                        1995            1994            1993

Beginning balance, life
   insurance operations            $   323,015    $    272,314    $    254,787
Deferral:
   Commissions                          71,034          43,369          27,737
   Other                                23,109          19,306          14,873

                                        94,143          62,675          42,610

Amortization                           (27,687)        (22,265)        (25,083)

Net deferral reflected in expenses      66,456          40,410          17,527

Adjustment related to unrealized
   (gains) losses on
   certain securities (Note 3)         (36,071)         10,291            -
Ending balance, life insurance
   operations                          353,400         323,015         272,314

Amounts related to discontinued
   property and casualty insurance
   operations                             -              6,124           5,417
Ending balance, included in
   consolidated balance sheets     $   353,400     $   329,139      $  277,731

<PAGE>
Information about the value of insurance in force for the year
ended December 31, 1995 follows (in thousands):

                                    KCL             AH Life
                                Transaction       Acquisition         Total

Balances initially recorded     $   223,883      $    324,600      $   548,483
Interest accretion                    7,800             4,734           12,534
Amortization                        (26,422)          (12,602)         (39,024)
Net amortization reflected
   in expenses                      (18,622)           (7,868)         (26,490)
Adjustment related to
   unrealized gains on
   certain securities (Note 3)      (15,400)          (24,029)         (39,429)
Adjustment related to realized
   gains on certain securities         -               (1,200)          (1,200)

Ending balances, included
   in consolidated
   balance sheet                $   189,861      $    291,503      $   481,364


Expected approximate amortization percentages relating to the
value of insurance in force for the next five years are as follows:

                                            KCL           AH Life
     Year                               Transaction     Acquisition

     1996                                   12.0 %          9.0 %
     1997                                   10.4            8.5
     1998                                   10.0            8.5
     1999                                    9.8            8.5
     2000                                    9.8            8.0

Note 5.  Policy Liabilities Information

The liability for future policy benefits associated with
ordinary life insurance policies issued by J-P Life has been
determined using interest rate assumptions which vary by year of
issue and range from 3% to 9.9% for participating policies,
remaining level for all durations.  For nonparticipating J-P
Life policies, assumed interest rates grade uniformly over 20 to
30 years with initial rates ranging from 3% to 9.75% and
ultimate rates ranging from 3% to 6%.  Interest rate assumptions
for J-P Life's weekly premium, monthly debit and term life
insurance products generally fall within the same ranges as
those pertaining to individual life insurance policies. 
Interest rate assumptions used to value the business assumed in
the KCL transaction fall within the ranges of rates applied in
the valuation of comparable J-P Life products.  For term
insurance policies issued by AH Life prior to 1993 (prior to
1994 for FAHL issues), assumed interest rates grade from 9.5% to
8% over 10 years.  Assumed interest rates for post-1992 AH Life
term policies (post-1993 FAHL issues) grade from 6.5% to 5% over
10 years.

<PAGE>
Note 5.       Policy Liabilities Information (Continued)

Credited interest rates for J-P Life's universal life-type
products approximated 6.35% in 1995 and 6.5% in 1994 and 1993. 
Credited rates for comparable products assumed in the KCL
transaction approximated J-P Life's 1995 rates.  For annuity
products issued by J-P Life, credited interest rates generally
ranged from 5.2% to 6.35% during 1995, 5% to 6.5% during 1994
and 5% to 6.25% during 1993.  Credited rates for annuity
products assumed from KCL fall within the 1995 range applicable
to J-P Life products.  Credited interest rates pertaining to AH
Life annuity products during the post-acquisition period ranged
from 6% to 14.75% for pre-1987 issues and from 4.5% to 11% for
1987 and subsequent issues.

J-P Life's assumed mortality rates are generally based on
experience multiples applied to select and ultimate tables
commonly used in the industry.  Withdrawal assumptions for
individual life insurance policies issued by J-P Life from 1948
to 1972 are based on its historical experience and generally
range between Linton's A and B tables.  For policies issued by
J-P Life in 1972 and later years, withdrawal rate assumptions
are based on historical company experience and vary by issue
age, type of coverage and policy duration.  Mortality and
withdrawal assumptions pertaining to the KCL business are
similar to those applied to J-P Life policies.  Mortality and
withdrawal assumptions applied in the valuation of AH Life's
ordinary life insurance policies are based on historical company
experience.  For immediate annuities issued by AH Life prior to
1987, mortality assumptions are based on blends of the 1971

Individual Annuity Mortality Table and the 1969-71 U. S. Life
Tables.  For similar AH Life products issued after 1986,
mortality assumptions are based on blends of the 1983a and
1979-81 U. S. Life Tables.  For AH Life's pre-1993 term
insurance policies (pre-1994 for FAHL term policies), mortality
assumptions are based on the 1965-70 Basic Table, adjusted for
company experience.  From 1993 forward (1994 forward), mortality
assumptions used in the valuation of AH Life's ("FAHL's") term
insurance policies are based on the 1975-80 Basic Table,
adjusted for company experience.

Activity in the liabilities for accident and health and
disability insurance benefits, including reserves for future
policy benefits and unpaid claims and claim adjustment expenses
is summarized below (in thousands).  Substantially all of the claims and
claim adjustment expenses incurred relate to each respective current year.

                                        1995            1994            1993

Balance as of January 1            $  266,046      $  262,164     $   247,202
Less reinsurance recoverables          12,524          11,312           8,358
Net balance as of January 1           253,522         250,852         238,844
Amount incurred                       330,324         308,949         305,648

Amount paid, related to:
Current year                          242,483         228,233         220,682
Prior years                            81,966          78,046          72,958
                                      324,449         306,279         293,640

Net balance as of December 31         259,397         253,522         250,852
Plus reinsurance recoverables          14,262          12,524          11,312
Balance as of December 31          $  273,659      $  266,046      $  262,164

Balance as of December 31 included with: 						

Future policy benefits             $  130,435      $  116,558      $  106,640
Policy and contract claims            143,224         149,488         155,524
                                   $  273,659      $  266,046      $  262,164

Note 6.  Debt

Short-term borrowings:
                                                               
In October 1995, the Company entered into an agreement with a
syndicate of banks under which it obtained $450 million of
unsecured 364-day revolving credit.  The credit facility includes
a revolving loan commitment (committed loans) with a competitive
loan component (competitive loans).  Committed loans bear
interest at an annual rate that is either (1) a base rate equal
to the greater of the Federal Funds Rate plus 1/2 of 1% or the
prime rate of the bank acting as agent for the syndicate or (2)
a Eurodollar rate computed based on the LIBOR and the agent's
Eurodollar reserve percentage.   Interest rates applicable to
committed loans and the interest periods for Eurodollar rate
borrowings are determined by the Company at the time a borrowing
is initiated.  Interest rates and interest periods applicable to
competitive loans are determined by a competitive bid process.

At various times through September 1995, the Company had
outstanding borrowings under unsecured bank lines of credit. 
Interest rates and maturities of borrowings under the lines of
credit were bilaterally determined at the time a loan was initiated.
                                                               
The weighted average interest rate of the $230 million of
Eurodollar rate committed loans outstanding as of December 31,
1995 was 6.04%.  The weighted average interest rate of the
$29.35 million of short-term borrowings outstanding as of
December 31, 1994 was 6.23%.  The weighted average interest rate
on all short-term borrowings was 6.33% during 1995 and 4.5%
during 1994.  The maximum amount of short-term borrowings
outstanding during 1995 was $390 million ($90 million during
1994).  Interest expense on short-term borrowings approximated
$6.2 million on average outstanding balances of $98 million
during 1995 and $1.7 million on average outstanding balances of
$38 million in 1994.  Interest expense on short-term borrowings
was not significant in 1993.
                                                          
Other debt:
                                                          
In December 1995, the Company completed a public offering of
1,815,000 unsecured Automatic Common Exchange Securities (ACES)
Due January 21, 2000, having a principal amount of $72.50 per
security.  Interest at an annual rate of 7.25% is payable
quarterly in arrears.  The proceeds, after payment of
transaction costs, were used in financing the acquisition of
Alexander Hamilton Life Insurance Company of America and
affiliates.

<PAGE>
Note 6.     Debt (Continued)

The ACES are redeemable beginning 30 days prior to maturity. 
Upon maturity or redemption, the principal amount of the ACES
will be mandatorily exchanged into either (1) a number of shares
of the common stock of NationsBank Corporation (the stock)
determined based on an exchange rate, plus accrued interest in
cash or (2) cash in an amount of equal value.  Holders of ACES
called for redemption will receive an additional cash payment of
$0.05 per security.  The Company may exercise the cash payment
option with respect to all, or less than all, of the stock
deliverable upon maturity or redemption.  The exchange rate is
determined based on the average closing price of the stock for
the 20 trading days ending two days prior to maturity (the
maturity price) or notice of redemption (the redemption price). 
Subject to adjustments that may result from certain dilution
events, the exchange rate for each of the ACES held is equal to
(1) 0.8333 shares of the stock if the maturity price or
redemption price is at least $87 per share, (2) a fractional
share of the stock having a value equal to $72.50 if the
maturity price or redemption price is more than $72.50 per share
but less than $87 per share or (3) one share of the stock if the
maturity price or redemption price is not more than $72.50 per share.

The Company is also obligated under a variable rate note with an
outstanding balance of $5.56 million as of December 31, 1995,
maturing in December 1997 and collateralized by property and
equipment carried at $1.8 million.

Note 7.  Securities Sold Under Agreements to Repurchase

During 1995 and 1994, J-P Life sold U. S. Treasury obligations
under repurchase agreements involving broker and dealer
counterparties.  The repurchase agreements are accounted for as
financing transactions and the related obligations, together
with accrued interest, have been included with liabilities in
the consolidated balance sheets.

As of December 31, 1995, securities carried at fair value of
$196 million with amortized cost of $188 million were subject to
open repurchase agreements having initial maturities of 30 to 60
days and weighted average remaining maturities of 19 days.  As
of December 31, 1994, securities carried at fair value of $266
million with amortized cost of $273 million were subject to open
repurchase agreements having initial maturities of 120 days and
weighted average remaining maturities of 68 days.  The maximum
repurchase liability at any month-end  was $264.7 million during
1995 and $267 million during 1994.  The weighted average
interest rate of repurchase liabilities outstanding as of
December 31, 1995 and 1994 was 5.8%.  The weighted average
interest rate on month-end repurchase liabilities was 6.07%
during 1995 and 4.34% during 1994.  Interest expense totaled
$15.72 million on average month-end repurchase liabilities of
$258.9 million during 1995 and $9.6 million on average month-end
liabilities of $221 million during 1994.

<PAGE>

Note 8.  Redeemable Preferred Stock

The non-voting floating rate redeemable preferred stock issued
by AH Life provides holders of the securities a senior claim
with regard to payment of dividends and distribution of assets
upon liquidation, dissolution, and winding up of the
corporation.  Dividends are cumulative and are payable quarterly
at the rate of LIBOR plus 1.25% per annum applied to the $100
par value of the shares.  Certain additional provisions apply if
dividend payments are not paid in accordance with the purchase
agreement.  At any time subsequent to April 5, 1998,  a holder
of the preferred shares may, upon 10 days prior written notice,
require AH Life to redeem its shares at a redemption price of
$100 per share plus an amount equal to accrued and unpaid
dividends.  At any time subsequent to October 5, 2000 AH Life
may redeem all of the outstanding shares of preferred stock at a
redemption price of $100 per share plus an amount equal to
accrued and unpaid dividends.  A liquidating distribution in the
amount of $100 per share plus an amount equal to accrued and
unpaid dividends shall be paid to holders of the preferred
shares prior to any payment or distribution to holders of the
common shares of AH Life in the event of liquidation,
dissolution, or winding up of the corporation.

Note 9.  Stockholders' Equity and Stock Plans

Undesignated preferred stock:

On May 1, 1995, the Company's shareholders approved an amendment
to the articles of incorporation under which 20,000,000 shares
of preferred stock were authorized.   The preferred stock may be
issued in one or more series by authorization of the Board of
Directors (Board) without further shareholder approval.  The
Board has broad powers to determine all designations, relative
rights, preferences and limitations of the preferred stock. 
Holders will not be entitled to more than the lesser of one vote
per $100 liquidation value or one vote per share when voting as
a class with the holders of the Company's common stock, and will
not be entitled to vote separately as a class except where the
preferred stock is adversely affected or where applicable law
requires a class vote.  No holders of the Company's common stock
will have preemptive rights to acquire any preferred stock issued.

Common stock:

On May 1, 1995, the shareholders approved an amendment to the
articles of incorporation which increased the number of
authorized shares of common stock from 100 million to 150 million.

On November 6, 1995, the Board authorized a three-for-two common
stock split which was effected as a 50% stock dividend
distributed on December 22, 1995 to shareholders of record as of
December 8, 1995.  The split-adjusted value of fractional shares
was paid in cash.  The par value of additional shares issued,
which totaled $29,670,000, was reclassified from retained
earnings to common stock during 1995.  All share and per share
information gives retroactive effect to the stock split.

<PAGE>
Changes in the number of shares outstanding during each of the
three years in the period ended December 31, 1995 are as follows:

                                            Year Ended December 31,
                                      1995            1994            1993
Shares outstanding, beginning      72,674,060      74,194,456      75,656,074
Shares issued under stock plans        32,749         489,238         164,283
Shares reacquired                  (1,493,647)     (2,009,634)     (1,625,901)
Shares outstanding, ending         71,213,162      72,674,060      74,194,456

Stock plans:

On May 1, 1995, the shareholders approved an amendment and
restatement of a stock option plan which was originally
established in 1989 and first amended in 1990.  The amended and
restated plan is a Long Term Stock Incentive Plan in which only
employees of the Company and certain full-time life insurance
agents may participate (Employees' Plan).  The Employees' Plan
is, as before the 1995 restatement, administered by the
Compensation Committee (Committee) of the Board, exclusive of
any member who is not disinterested within the meaning of the
applicable securities laws.  The Committee has exclusive
authority to interpret and govern the Employees' Plan, to
identify eligible employees, to award nonqualifed or incentive
stock options and stock appreciation rights and to make grants
of the Company's stock.  Stock grants may be either restricted
stock or stock distributed upon the achievement of performance
goals established by the Committee.  Discretionary unrestricted
stock grants are no longer permitted.  The Committee establishes
the terms, conditions and duration of each award.  Upon adoption
of the amendment and restatement, an additional 3,000,000 shares
of the Company's common stock were reserved for the Employees'
Plan and a total of 4,345,000 shares remain reserved for its
purposes as of December 31, 1995.  The option price may not be
less than the market value of the Company's common stock on the
date awarded.  Options are exercisable for periods determined by
 the Committee, not to exceed ten years from the award date. 
The option price for shares acquired is due in full upon
exercise in cash, shares of the Company's common stock, or a
combination of the two.  Shares received upon exercise of stock
options, shares subject to an option that expires or otherwise
terminates unexercised and any shares withheld for payment of
taxes due upon exercise may again be subjected to option. 
Grants of restricted and unrestricted stock are limited to 10%
of the total shares reserved for the Employees' Plan.  The
Employees' Plan will terminate as to further awards on May 1, 2005,
unless sooner terminated by the Board.

During 1989, the Committee awarded options to each employee and
full-time life insurance agent who met specified requirements,
with the number of options offered to eligible employees and
agents determined based on compensation.  Options included in
the 1989 award became exercisable in 1994.  During 1992, the
Committee awarded options, exercisable in 1997, to those
employees who met requirements similar to those applied in the
1989 award but were not eligible to participate in the previous
award.  The Committee awarded options to certain officers in
each of the years 1993 through 1995, certain of which were in
accordance with the terms of employment agreements.
<PAGE>

Note 9.      Stockholders' Equity and Stock Plans (Continued)

Under the 1990 amendment, the Committee was authorized to make
grants of the Company's common stock to selected officers and to
make one-time common stock grants to current and future
non-employee directors.  Non-employee directors were granted an
aggregate of 6,750 shares in 1993.  During 1995, a total of
6,724 shares were issued to six executive officers under the
Company's long term incentive compensation program. 
Compensation expense related to common stock grants was not
material in any year presented.

Also on May 1, 1995, the shareholders approved a Non-Employee
Directors' Stock Option Plan (Directors' Plan) under which
300,000 shares of the Company's common stock were initially
reserved.  All members of the Company's Board of Directors who
are not employed by the Company or any affiliate on the date of
an option award are eligible to participate.  The Directors'
Plan is intended to be self-governing and provides for automatic
awards of nonqualified stock options as specified therein.

An option to purchase 7,500 shares of the Company's common stock
was automatically awarded to each eligible non-employee director
during 1995.  Each such option vested upon stockholder approval
of the Directors' Plan and became exercisable in November 1995. 
An automatic award of an option to purchase 7,500 shares is made
to each new eligible non-employee director on the date that such
new director joins the Board.  Options awarded to new eligible
non-employee directors vest and become exercisable in three
equal annual installments beginning on the first anniversary of
the award date.  An automatic award of an option to purchase
3,375 shares will be made to each eligible non-employee
director, other than one who received an initial option award
during the preceding six months, on the date of the first
regular quarterly meeting of the Board in each year from 1996
through 1999.  The annual option awards vest on the first
anniversary of the date awarded.  During 1995, the Company
awarded options to purchase an aggregate of 97,500 shares to
eligible non-employee directors, of which 15,000 were exercised
in 1995.  Of the 82,500 options outstanding at December 31,
1995, all but 7,500 are exercisable.  An additional 202,500
shares remain available for option under the Directors' Plan as
of December 31, 1995. 

The exercise price per share for all options awarded under the
Directors' Plan is 100% of the market value per share on the
date of award, payable in full upon exercise in cash, shares of
the Company's common stock, or a combination of the two. 
Options awarded under the Directors' Plan terminate ten years
from the date of award and are subject to earlier termination
under certain circumstances.  Any shares subject to an option
that expires or terminates unexercised will again be available
for option under the Directors' Plan.  The Directors' Plan will
terminate as to further awards on March 31, 1999.

Summarized information about outstanding stock options, exercisable
options and shares available for purposes of the Company's stock plans follows:

<PAGE>

Note 9.      Stockholders' Equity and Stock Plans (Continued)

                             Option Price   Outstanding  Exercisable  Available
                               Per Share      Options      Options     Shares

Balances, January 1, 1993  $15.28 - $26.83    838,095     298,138    1,134,960
Options awarded            $32.17 - $37.33    142,500        -        (142,500)
Shares granted                    -              -           -          (6,750)
Options becoming
   exercisable             $15.28 - $37.33       -        178,949         -
Options exercised          $15.28 - $26.83   (157,533)   (157,533)      27,201
Options terminated         $15.28 - $26.83    (42,782)       -          42,782
Balances,
  December 31, 1993        $15.28 - $37.33    780,280     319,554    1,055,693
Options awarded            $30.09 - $34.75    193,500        -        (193,500)
Options becoming
   exercisable             $15.28 - $30.08      -         459,738         -
Options exercised          $15.28 - $26.83   (489,238)   (489,238)      15,624
Options terminated         $15.28 - $26.83    (20,762)       -          20,761
Balances,
   December 31, 1994       $17.11 - $37.33    463,780     290,054      898,578
Shares authorized                 -              -           -       3,300,000
Options awarded            $36.42 - $37.33    483,000        -        (483,000)
Shares granted                    -              -           -          (6,724)
Options becoming
   exercisable             $30.08 - $36.42       -        175,500         -
Options exercised          $17.11 - $36.42     26,025)    (26,025)         865
Options terminated         $26.83 - $30.08    (14,554)       -          14,554
Balances,
  December 31, 1995        $26.17 - $37.33    906,201     439,529    3,724,273

Outstanding options that are not yet exercisable as of
December 31, 1995 will become exercisable as follows:

                                                                Options
                                             Option Price       Becoming
      Year                                     Per Share       Exercisable
      1996                                  $30.08 - $37.33      148,500
      1997                                  $26.83 - $37.33      203,422
      1998                                  $36.42 - $37.33      114,750

                                                                 466,672
<PAGE>

Note 10.  Statutory Financial Information

A comparison of net income and statutory capital and surplus of J-P Life
and AH Life, determined on the basis of statutory accounting practices
prescribed or permitted by regulatory authorities (SAP) to net income and
stockholder's equity of each on the basis of generally accepted accounting
principles (GAAP) follows (in thousands):

                                           Statutory Accounting Practices

J-P Life                                 1995          1994           1993

Net income for the year
   ended December 31:
Before gain recognized upon
   transfer of subsidiary to
   parent company                    $  179,210     $  158,298    $  138,893
Gain recognized upon transfer
   of subsidiary to parent
   company in an extraordinary
   dividend                             275,652           -             -
Reported net income                  $  454,862     $  158,298    $  138,893
Statutory capital and surplus
   as of December 31                 $  830,236     $  971,553    $  945,157



                                   Generally Accepted Accounting Principles

                                        1995           1994           1993

Net income for the year ended
   December 31:

Before cumulative effect of
   change in accounting principle   $   201,469    $   194,502    $   183,989
Cumulative effect of change in
   accounting principle, net
   of tax benefit of $10,195               -              -           (19,790)
Reported net income                 $   201,469    $   194,502    $   164,199

Stockholder's equity as of
   December 31                      $ 1,529,571    $ 1,429,541    $ 1,435,098

<PAGE>
                                                                   Generally
                                                   Statutory       Accepted
                                                   Accounting      Accounting
AH Life                                            Practices       Principles

Net income for the three months
  ended December 31, 1995                          $  45,917      $    19,467

Capital and surplus/stockholder's
   equity as of December 31, 1995                  $ 281,722      $    584,194


J-P Life (domiciled in the State of North Carolina) and AH Life
(domiciled in the State of Michigan) prepare financial
statements on the basis of SAP prescribed or permitted by the
insurance departments of their states of domicile.  Prescribed
SAP include a variety of publications of the National
Association of Insurance Commissioners ("NAIC") as well as state
laws, regulations and administrative rules.  Permitted SAP
encompass all accounting practices not so prescribed.  The
impact of any permitted accounting practices on statutory
capital and surplus is not material for either subsidiary.

The principal differences between SAP and GAAP as they relate to
the financial statements of the subsidiaries are (1) policy
acquisition costs are expensed as incurred under SAP, whereas
they are deferred and amortized under GAAP, (2) the value of
acquired insurance in force is not capitalized under SAP but is
under GAAP, (3) amounts collected from holders of universal
life-type and annuity products are recognized as premiums when
collected under SAP, but are initially recorded as contract
deposits under GAAP, with cost of insurance recognized as
revenue when assessed and other contract charges recognized over
the periods for which services are provided, (4) the
classification and carrying amounts of investments in certain
securities are different under SAP than under GAAP, (5) the
criteria for providing asset valuation allowances, and the
methodologies used to determine the amounts thereof, are
different under SAP than under GAAP, (6) the timing of
establishing certain reserves, and the methodologies used to
determine the amounts thereof, are different under SAP than
under GAAP, (7) no provision is made for deferred income taxes
under SAP, (8) certain assets are not admitted for purposes of
determining surplus under SAP, and (9) certain debt obligations
that meet specified statutory criteria are accounted for as
surplus under SAP.

<PAGE>
The insurance statutes of the states of domicile limit the
amount of dividends that the subsidiaries may pay annually
without first obtaining regulatory approval.  Generally, the
limitations are based on statutory net income for the preceding
year and statutory capital and surplus at the end of the
preceding year.  During 1995, J-P Life paid the parent company
the maximum amount of dividends permitted without approval. 
Also during 1995, J-P Life transferred its interest in a
wholly-owned subsidiary, the principal asset of which is
NationsBank Corporation common stock, to the parent company in
an extraordinary dividend approved by the North Carolina
Department of Insurance.  For SAP reporting purposes, J-P Life
carried the subsidiary at statutory equity value of
approximately $327 million on the transfer date, with an
unrealized gain of $276 million  included in surplus.  Upon
transfer, J-P Life recognized a gain in its statutory statement
of operations and a dividend equal to carrying amount.  The
dividend was recorded at cost in J-P Life's GAAP financial
statements and no gain was recognized.  Because of the 1995
extraordinary dividend, J-P Life must obtain regulatory approval
for 1996 dividends.  Any dividend paid by AH Life before October
2, 1996 will require approval of the Michigan Director of
Insurance.  Thereafter, AH Life may pay dividends totaling up to
$55,470,000 through December 31, 1996.

Risk-Based Capital ("RBC") requirements promulgated by the NAIC
became effective for life insurance companies in 1993.  Under
RBC requirements, life insurers must maintain minimum
capitalization levels that are determined based on formulas
incorporating credit risk pertaining to its investments,
insurance risk, interest rate risk and general business risk. 
As of December 31, 1995, the life insurance subsidiaries'
adjusted capital and surplus exceeded their authorized control
level RBC.

Note 11.  Shareholders' Rights Plan

Under a shareholders' rights plan established in 1988 (the
"Plan"), the Board declared a dividend of one common share
purchase right for each outstanding share of the Company's
common stock.  The Plan was amended and restated during 1994. 
Under the amended and restated Plan, the rights detach and
become exercisable ten days after a person or group publicly
announces the acquisition of 15% or more of the Company's common
stock, or ten business days after a person or group announces an
offer which, if consummated, would result in the offeror owning
15% or more of the common stock.  In the event that a person or
group inadvertently exceeds the 15% threshold and promptly
reduces its holdings to less than 15% of the common stock, the
Board is authorized to exempt such an occurrence from triggering
the Plan's provisions.   If and when the rights become
exercisable, a holder would be entitled to purchase from the
Company one share of common stock for each right held at a price
of $123.33 per share.  The exercise price, number of shares
covered by each right and number of rights outstanding are
subject to adjustment upon the occurrence of certain events
described in the amended and restated Plan.

<PAGE>
If the Company is acquired in a merger or other business
combination, or 50% or more of its consolidated assets or
earning power are sold, the rights entitle a holder (other than
the acquiring person or group) to buy, at the exercise price,
stock of the acquiring company having a market value of twice
the exercise price.  In the event that any person or group
acquires 15% or more of the Company's common stock, a holder
(other than the acquiring person or group) will be entitled to
purchase for each right held a number of additional shares of
the Company's common stock having a market value of twice the
exercise price.  Following an acquisition by any person or group
of 15% or more of the Company's common stock, but only prior to
the acquisition by a person or group of a 50% stake in the
common stock, the Board may also authorize the exchange of one
share of the Company's common stock for each right held by
holders other than the acquiring person or group.

The rights expire on November 7, 2004 and are redeemable upon
action by the Board at a price of $.01 per right at any time
before they become exercisable.

Note 12.  Income Taxes

Income taxes as reported in the consolidated statements of
income are as follows (in thousands):
                         
                                             Year Ended December 31,
                                          1995         1994          1993

Current expense                       $  116,123   $  109,794   $   108,738
Deferred expense (benefit)                 9,326        7,913        (7,841)
Income taxes reported with income
   from continuing operations before
   cumulative effect of change in
   accounting principle                  125,449      117,707       100,897
Income taxes reported with income
   discounted discontinued operations      4,089        1,603         1,853
Deferred income tax benefit reported
   with cumulative effect of change
   in accounting principle                  -             -         (12,926)
Aggregate reported income taxes       $  129,538   $  119,310   $    89,824

<PAGE>
Note 12.   Income Taxes (Continued)

A reconciliation of the federal income tax rate to the Company's
effective income tax rate, computed based on income from
continuing operations before cumulative effect of change in
accounting principle, follows:
                         
                                                Year Ended December 31,
                                        1995           1994           1993

Federal income tax rate                 35.0%          35.0%          35.0%

Reconciling items: 	 		 	 	 	
Tax exempt interest and dividends
   received deduction                   (2.0)          (1.9)          (2.3)
Recoveries and reductions of
   amounts provided for prior
   years' tax assessments                 -              -            (0.5)
Other increases, net                      -             0.8            0.3
Effective income tax rate               33.0%          33.9%          32.5%

The tax effects of temporary differences that result in significant deferred
tax assets and deferred tax liabilities are as follows (in thousands):

                                                       December 31,
                                                   1995           1994

Deferred tax assets: 		 	 	 

Difference in policy liabilities            $     329,808      $    94,149

Capitalization of acquisition costs for
  income tax purposes, net of amortization         78,431           20,353

Obligation for postretirement benefits
  other than pensions                              12,124           12,012
Deferred compensation                              13,983            1,507
Other deferred tax assets                          13,505           12,663
Gross deferred tax assets                         447,851          140,684
Valuation allowance                               (12,686)            -
Deferred tax assets after valuation allowance     435,165          140,684

Deferred tax liabilities: 				

Net unrealized gains on securities
   available for sale                             279,787          121,989
Deferral of policy acquisition
   costs and value of insurance in
   force for financial reporting
   purposes, net of amortization                  314,991          111,656
Deferred gain recognition for income
   tax purposes                                    16,956            7,857
Differences in investment bases                    19,617            6,655
Depreciation differences                            8,024            7,582
Other deferred tax liabilities                     10,688            7,198
Gross deferred tax liabilities                    650,063          262,937
Net deferred tax liabilities included
   in consolidated balance sheets            $   (214,898)     $  (122,253)

<PAGE>

Note 12.   Income Taxes (Continued)

In connection with the acquisition of Alexander Hamilton Life
Insurance Company of America and affiliates, the Company
recorded net deferred tax assets of approximately $87.2 million
and established a valuation allowance of $12,686,000 against
certain specific deferred tax assets as to which it could not
conclude that realization is more likely than not.   If the
deferred tax assets against which the allowance was established
are realized in the future, the resultant reduction of the
allowance will be allocated to reduce cost of acquired
businesses in excess of net assets.

Federal income tax returns for all years through 1990 have been
examined by the Internal Revenue Service and are closed. 
Settlements and other resolutions during 1993 resulted in the
recovery of taxes and interest previously paid for years through
1987 and reductions of amounts provided for potential
assessments involving subsequent years.  In the opinion of
management, recorded income tax liabilities adequately provide
for all remaining open years.

Under prior federal income tax law, one-half of the excess of a
life insurance company's income from operations over its taxable
investment income was not taxed, but was set aside in a special
tax account designated as "Policyholders' Surplus".  J-P Life
has approximately $91 million of untaxed "Policyholders'
Surplus" on which no payment of federal income taxes will be
required unless it is distributed as a dividend, or under other
specified conditions.  The Company does not believe that any
significant portion of the account will be taxed in the
foreseeable future and no related deferred tax liability has
been recognized.  If the entire balance of the account became
taxable under the current federal rate the tax would approximate
$32 million.

Note 13.  Retirement Benefit Plans

The Company and its subsidiaries have defined benefit pension
plans covering substantially all employees and full-time life
insurance agents.  The plans are noncontributory and are funded
through group annuity contracts with J-P Life.  The plans
provide benefits based on annual compensation and years of
service.  The funding policy is to contribute annually no more
than the maximum amount deductible for federal income tax
purposes.  The assets of the plans are those of the related
contracts, approximately $33.7 million of which are on deposit
in the general account of J-P Life as of December 31, 1995. 
Plan assets approximating $242.6 million are held in separate
accounts established by J-P Life in 1994.  

The components of pension expense were as follows (in thousands):

                                                Year Ended December 31
                                         1995           1994           1993

Service cost, benefits earned
   during the year                   $   6,197   $     6,320     $    7,259
Interest cost on projected
   benefit obligation                   11,941        12,557         11,414
Actual return on plan assets           (36,687)      (13,135)       (11,235)
Net amortization and deferral           19,387        (3,697)        (4,947)
Pension expense                      $     838   $     2,045     $    2,491


<PAGE>
The following table sets forth the funded status of the plans and amounts
recognized in the consolidated balance sheets (in thousands):

                                                        December 31
                                                   1995            1994

Actuarial present value of benefit obligation: 				

   Vested benefit obligation                   $  205,272       $  186,405

   Accumulated benefit obligation              $  208,210       $  188,681

   Projected benefit obligation                $  224,460       $  207,403

Plan assets at fair value                         276,280          231,943

Plan assets in excess of projected
   benefit obligation                              51,820           24,540
      Unrecognized net gain                       (39,532)         (17,836)
      Unrecognized net asset                      (18,833)         (20,984)
      Unrecognized prior service cost               8,860           10,176
Prepaid (accrued) pension cost                $     2,315       $   (4,104)

During 1995, the Company recognized pension plan curtailment
gains of $1.4 million with the sale of the assets and operations
of JPDS and $.6 million with the sale of Jefferson-Pilot Fire &
Casualty Company.  The acquisition of Alexander Hamilton Life
Insurance Company of America and affiliates during 1995
increased the projected benefit obligation by $12.8 million and
plan assets by $16.1 million.  The increase in projected benefit
obligation attributable to the reduction in discount rate in
1995 was offset primarily by the combined effects of reducing
the assumed rate of compensation increase and increasing the
assumed turnover rate.

Certain assumptions used in determining the funded status of the
plans were as follows:

                                                   1995    1994    1993

Discount rate                                      7.00%   7.75%   6.50%

Expected long-term rate of return on plan assets   8.00%   8.00%   8.00%

Rate of increase in compensation levels            5.00%   5.75%   4.25%


Benefits provided to retirees by annuity contracts issued by J-P
Life approximated $11.0 million in 1995, $11.2 million in 1994
and $10.0 million in 1993.

<PAGE>
The Company sponsors contributory health care and life insurance
benefit plans for eligible retired employees, qualifying retired
agents and certain surviving spouses.  Substantially all of the
Company's employees and qualifying agents may become eligible
for these benefits if they reach retirement age or become
disabled while employed by the Company and meet certain
years-of-service requirements.  Most of the postretirement
health care and life insurance benefits are provided through J-P
Life and, until December 1993, were funded as payments were made
to retirees or their beneficiaries.  In December 1993, the
Company began contributing to a welfare benefit trust from which
future benefits will be paid.

Prior to 1993, the cost of providing postretirement health care
and life insurance benefits was recognized in the year paid.  In
1993, the Company adopted SFAS 106 Employers' Accounting for
Postretirement Benefits Other Than Pensions.  SFAS 106 requires
accrual of the cost of providing postretirement benefits during
the employees' active service periods and covers all
postretirement benefits other than pensions that an employer
expects to provide to current and former employees.  The Company
elected to immediately recognize the accumulated obligation for
postretirement benefits under SFAS 106, which  represents the
actuarial present value of future benefits attributable to the
service of eligible employees to January 1, 1993.  Accordingly,
the consolidated statement of income for 1993 includes a charge
of $24,109,000, representing initial recognition of the
accumulated benefit obligation of $37,035,000, net of deferred
tax benefit of $12,926,000.

The components of nonpension postretirement benefits expense for
1995 and 1994 were as follows (in thousands):

                                       Health Care         Life Insurance
                                        Benefits              Benefits
                                    1995       1994       1995        1994

Service cost, benefits earned  			 	 			 	 
   during the year               $   412    $   433    $   286     $   320
Interest cost on accumulated
   benefit obligation                929        892        790         789
Actual return on plan assets         (96)       (57)      (126)        (72)
Net amortization and deferral     (1,139)    (1,023)      (420)       (293)
Nonpension postretirement
   benefits expense              $   106    $   245    $   530     $   744


<PAGE>
The following table sets forth the funded status of the Company's
postretirement health care and life insurance plans as of December 31, 1995
and 1994 (in thousands):

                                Health Care Benefits    Life Insurance Benefits
                                  1995         1994        1995         1994

Plan assets at fair value         $  2,026   $  1,557    $ 2,895    $   2,053

Accumulated postretirement 								
  benefit obligation:

Retirees and surviving spouses      11,003      8,656      9,353        7,465
Fully eligible active participants     743        650      1,201        1,055
Other active participants            3,943      2,851      2,329        1,720
                                    15,689     12,157     12,883       10,240

Accumulated  postretirement  								
  benefit obligation in excess
  of  plan assets                  (13,663)   (10,600)    (9,988)      (8,187)

Unrecognized (benefit) prior 		 		 		 		 
  service cost                      (8,248)    (9,696)    (2,776)      (3,403)
Unrecognized net (gain) loss          (541)    (2,061)     1,733          240

Accrued postretirement 								
  benefit cost                    $(22,452)  $(22,357)  $(11,031)   $ (11,350)

Curtailment gains totaling approximately $1.0 million were recognized
during 1995, substantially all of which resulted from the sale of the
assets and operations of JPDS.  The acquisition of Alexander Hamilton
Life Insurance Company of America and affiliates during 1995 increased
accumulated postretirement benefit obligations by a total of approximately
$3.0 million and the reduction in discount rate increased the obligations
by about $2.5 million.

Certain assumptions used in determining the funded status of the
plans were as follows:

                                                      1995    1994    1993
Discount rate                                           7%      8%      7%
Expected long-term rate of return on plan assets        9%      9%      7%

<PAGE>

Note 13.   Retirement Benefit Plans (Continued)

Effective April 1, 1993, the Company changed the eligibility
criteria of its postretirement health care and life insurance
plans to require employees and qualifying agents to complete 15
years of service after the age of 45 to be eligible for these
benefits.  Employees and agents hired before January 1, 1994,
who were age 50 or older when hired, will be permitted to
qualify for these benefits at age 65 with 10 years of service. 
Effective January 1, 1994 the Company changed its postretirement
health care plan to limit annual benefit increases to a maximum
rate of 4%.  Since future health care cost trend rates in excess
of 4% have been assumed in determining the accumulated
postretirement benefit obligation as of December 31, 1995,
future health care cost increases exceeding 4% per year will
have no effect on the Company's obligation.  The preceding
changes resulted in the establishment of negative prior service
cost during 1993, which is being amortized on a straight-line
basis over the average remaining period of service to full
eligibility of active employees who are not fully eligible.

Effective January 1, 1995, the Company adopted a defined
contribution retirement plan covering all employees and
full-time agents who have completed one year of service and
attained age 21.  The plan is intended to qualify under Section
401(k) of the Internal Revenue Code and includes a profit
sharing component.  The Company matches a portion of participant
contributions by contributing to a fund which acquires and holds
shares of the Company's common stock for the account of
participants.  Profit sharing contributions ranging up to 4% of
participant earnings are made to the Company common stock fund
annually based on established performance and/or profitability
goals.  Plan assets are invested under a group variable annuity
contract issued by J-P Life.  The Company expensed approximately
$2.3 million related to the plan during 1995. 

Note 14.  Reinsurance

The Company's life insurance subsidiaries attempt to reduce
their exposure to significant individual claims by reinsuring
portions of certain individual life insurance policies and
annuity contracts written.  During 1995, J-P Life continued to
follow a practice of reinsuring the portion of an individual
life insurance risk that exceeds $1 million, with an additional
$250,000 retention for accidental death benefits.  Individual
life insurance risks assumed in the KCL transaction that exceed
$350,000 are also reinsured.  AH Life and FAHL generally
reinsure that portion of an individual ordinary life insurance
risk that exceeds $500,000 ($1 million for universal life-type
products), with additional retention of $300,000 for accidental
death benefits.  The subsidiaries also attempt to reduce
exposure to losses that may result from unfavorable events or
circumstances by reinsuring certain levels and types of term
life and accident and health insurance risks underwritten.  J-P
Life assumes portions of the life and accident and health risks
underwritten by certain other insurers on a limited basis, but
amounts related to assumed reinsurance are not material to the
consolidated financial statements.

AH Life and FAHL have reinsured with affiliates of Household the
PPA, COLI and Affiliated business written prior to the
acquisition, all on a coinsurance basis with 100% reinsurance,
settled monthly.  AH Life is compensated by the reinsurers for
administrative services related to the reinsured business.  The
amount due from reinsurers as reported in the December 31, 1995
consolidated balance sheet includes $1,404,308,000 due from the
Household affiliates under these reinsurance agreements.

<PAGE>

Note 14.   Reinsurance (Continued)

Assets related to the reinsured PPA and COLI business have been
placed in irrevocable trusts formed to hold the assets for the
benefit of AH Life and FAHL and are subject to investment
guidelines which identify (1) the types and quality standards of
securities in which new investments are permitted, (2)
prohibited new investments, (3) individual credit exposure
limits and (4) portfolio characteristics.  Household and its
affiliate reinsuring the COLI business have committed to use
their best efforts to convert the reinsurance agreement covering
that business to an assumption reinsurance agreement with an
insurer having a Standard & Poor's Corporation (S&P) claims
paying rating of at least A+ within three years or, at their
option, to replace the reinsured COLI business with substitute
issued policies.  Household and its affiliate reinsuring the
Affiliated business have committed to use their best efforts to
convert the reinsurance agreements covering that business to
assumption reinsurance agreements within four years of the
acquisition date.  Subject to regulatory approval, the
Affiliated business reinsurance agreements will be converted
into assumption reinsurance agreements on the fourth anniversary
of the acquisition date.  Household has entered into business
transfer guarantee and support agreements with AH Life and the
Company pertaining to the reinsured PPA and COLI business and a
business transfer guarantee agreement pertaining to the
reinsured Affiliated business.  Under these agreements,
Household has unconditionally and irrevocably guaranteed, as
primary obligor, full payment and performance by its affiliated
reinsurers.

The business transfer guarantee and support agreements for the
PPA and COLI business obligate Household to ensure that the
reinsurers maintain RBC ratios of at least 150% of Company
Action Level RBC, with the ratio requirement automatically
increasing to 250% in the event of a decline in Household's
consolidated net worth below a specified amount, or a change in
its control.  The agreements require annual cash flow testing of
the PPA and COLI business and obligate Household to take
corrective action if the results indicate that the associated
reserves are inadequate.  The agreements also specify certain
events that will occur and actions that will be taken in the
event Household's credit rating as assigned by S&P is less than
BBB-.  Among these actions are periodic determinations of the
fair values of the assets and liabilities pertaining to the
reinsured PPA and COLI business and, whenever the fair value of
the reinsured liabilities of either exceeds that of the related
business assets, then (1) the transfer by Household to the
applicable Trust of assets, satisfactory to the Company, having
fair value equal to any excess of reinsured liabilities over
related business assets, or (2) arrangement by Household for a
letter of credit in favor of the applicable Trust, issued by a
financial institution with S&P credit rating not less than A, in
an amount equal to 150% of any excess of liabilities over assets.

Any transfer of assets by Household under a guarantee and
support agreement must be by either the purchase of additional
shares of common stock of the applicable reinsurer or other
contribution to its stockholder's equity.  AH Life has the right
to terminate the PPA and COLI reinsurance agreements by
recapture of the related assets and liabilities if Household
does not take a required action within 90 days of the triggering
event.  AH Life has the option to terminate the PPA and COLI
reinsurance agreements on the seventh anniversary of the
acquisition, by recapturing the related assets and liabilities
at an agreed-upon price or their then-current fair values as
independently determined.  The reinsurers may retain the PPA
business by permitting the rate used to determine annual
compensation to AH Life to increase to a specified percentage of
statutory reserves.

<PAGE>
Reinsurance contracts do not relieve an insurer from its primary
obligation to policyholders.  Therefore, the failure of a
reinsurer that is party to a contract with a subsidiary to
discharge its reinsurance obligations could result in a loss to
the affected subsidiary.  The Company regularly evaluates the
financial condition of its reinsurers and monitors
concentrations of credit risk related to reinsurance activities.
 No significant credit losses have resulted from the reinsurance
activities of the subsidiaries during the three years presented.

Amounts due from reinsurers as reported in the consolidated
balance sheets are summarized below (in thousands):

                                                          December 31,
                                                      1995            1994

Resulting from reinsurance activities
   pursuant to J-P Life's historical
   practices:

   Life and annuity                             $     6,489      $    7,317
   Accident and health                               14,820          12,815
                                                     21,309          20,132
Resulting from reinsurance activities
   associated with insurance in force
   assumed or acquired during 1995:
      KCL in force assumed                           11,922            -
      AH Life pre-acquisition business
        reinsured with affiliates of Household    1,404,308            -
      Other AH Life business reinsured               12,074            -
                                                  1,428,304            -

Resulting from reinsurance activities of
   discontinued property and casualty
   insurance operations                                -             11,136

Amounts due from reinsurers as reported
   in consolidated balance sheets               $ 1,449,613       $  31,268

<PAGE>

Note 14.   Reinsurance (Continued)

The effects of reinsurance on total premiums and other
considerations and total benefits are as follows (in thousands):

                                                Year Ended December 31,
                                             1995        1994         1993

Premiums and other considerations,
   before effect of reinsurance ceded    $  872,399  $  670,309   $  645,592
Less premiums and other
   considerations ceded                      62,359      15,007       17,988
Net premiums and other considerations    $  810,040  $  655,302   $  627,604

Benefits, before reinsurance recoveries  $  901,385  $  641,773   $  610,927
Less reinsurance recoveries                  59,089      13,911        9,201
Net benefits                             $  842,296  $  627,862   $  601,726


Note 15.  Condensed Separate Company Financial Information

Condensed parent-only balance sheets, statements of income and cash flow
information of Jefferson-Pilot Corporation are presented below (in thousands):

                        CONDENSED BALANCE SHEETS
                                                          December 31,
                                                      1995            1994

Assets: 			 	 

Cash and short-term investments                   $       2,714   $       1,864
Debt securities available for sale,
   at fair value (amortized cost
   1995 $12,851; 1994 $151,126)                          13,428         135,952
Equity securities available for
   sale, at market value (cost
   1995 $9,200; 1994 $10,210)                            54,204          52,094
Investment in continuing subsidiaries,
   at equity                                          2,548,586       1,522,393
Investment in discontinued subsidiaries,
   at equity                                               -             65,040
Other investments                                         2,046           1,981
    Total cash and investments                        2,620,978       1,779,324
Due from subsidiaries                                      -              8,480
Other assets                                             17,468          11,276

                                                 $    2,638,446   $   1,799,080

Liabilities and Stockholders' Equity: 			 	 

Debt obligations                                 $      361,588   $      29,350
Due to subsidiaries                                      75,629            -
Other liabilities                                        45,170          37,187
Stockholders' equity                                  2,156,059       1,732,543
                                                 $    2,638,446   $   1,799,080

<PAGE>

Note 15.   Condensed Separate Company Financial Information (Continued)

                     CONDENSED STATEMENTS OF INCOME

                                                     Year Ended December 31,
                                                     1995      1994      1993

Revenue, principally dividends from subsidiaries   $283,402  $159,824  $121,343
Expenses, principally general and administrative     10,775    11,183    11,513
                                                    272,627   148,641   109,830
Income taxes (benefit)                               (3,810)    7,518     1,453

                                                    276,437   141,123   108,377

Equity in undistributed net income of subsidiaries   (2,583)   98,114    86,795

Net income                                         $273,854  $239,237  $195,172


                   CONDENSED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31,
                                                     1995     1994      1993

Cash Flows From Operating Activities  						
  Net income                                  $ 273,854  $ 239,237  $ 195,172
  Adjustments to reconcile to cash provided:
     Equity in undistributed net income of
        subsidiaries                              2,583    (98,114)   (86,795)
     Noncash dividends received from
        subsidiaries                           (144,294)   (18,270)      -
     Change in accrued items and other
        adjustments, net                         16,961     (8,302)    (12,596)
Net cash provided by operating activities       149,104    114,551      95,781

Cash Flows From Investing Activities 						
  Proceeds from sales of investments
    in securities                               403,573     22,354      71,937
  Purchases of investments in debt securities  (263,637)      -       (200,511)
  Acquisition of Alexander Hamilton Life
    Insurance Company of America and
    affiliates                                 (527,294)       -          -
  Other, net                                    (18,600)    16,288     10,537
Net cash provided by (used in) investing
  activities                                   (405,958)    38,642   (118,037)

<PAGE>
Cash Flows From Financing Activities                                            
   Proceeds from external borrowings            526,588       -        39,700
   Repayments of external borrowings           (194,350)   (10,350)      -
   Borrowings from subsidiaries                  68,650        -         -
   Cash dividends                               (89,269)   (81,814)   (75,986)
   Common stock transactions, net               (52,360)   (55,687)   (48,935)
   Other                                         (1,555)    (3,488)    (2,800)
Net cash provided by (used in) financing
   activities                                   257,704   (151,339)   (88,021)

Net increase (decrease) in cash and 						
   cash equivalents                                 850      1,854   (110,277)

Cash and cash equivalents:
  Beginning                                       1,864         10     110,287
  Ending                                      $   2,714  $   1,864  $       10


The parent company's stockholders' equity as of December 31,
1995 includes $1.315 billion of equity in undistributed net
income of subsidiaries ($1.318 billion as of December 31, 1994)
and $495 million of equity in net unrealized gains on
subsidiaries' securities available for sale, after deferred
income tax effect ($215 million as of December 31, 1994).

The only significant subsidiary that is not engaged in insurance
operations is Jefferson-Pilot Communications Company ("JPCC"). 
JPCC is engaged in radio and television broadcasting operations
and sports program production.  Consolidated condensed financial
statements of JPCC and subsidiaries are presented below (in
thousands):

<PAGE>
                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                                         December 31,
                                                     1995           1994
Assets:
  Cash and cash equivalents                   $       2,947     $     8,449
  Receivables                                        46,853          34,604
  Property and equipment, net                        40,051          39,444
  Cost of acquired businesses in excess
    of net assets and other                          52,020          50,413

                                              $     141,871     $   132,910

Liabilities and Stockholder's Equity: 				
  Trade obligations                           $      33,129     $    29,982
  Debt obligations to affiliate                      22,605          25,405
  Income taxes                                        8,855           7,505
    Total liabilities                                64,589          62,892

Stockholder's equity                                 77,282          70,018

                                              $     141,871     $   132,910


                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME


                                                 Year Ended December 31,
                                          1995           1994          1993

Revenue                                $ 162,694     $ 145,316      $ 117,085
Expenses                                 126,039       113,431         94,312
                                          36,655        31,885         22,773

Income taxes                              14,392        12,523          8,023

Income before cumulative effect of
   change in accounting principle         22,263        19,362         14,750

Cumulative effect of change in
   accounting principle, net (Note 13)       -            -            (3,079)

Net income                             $  22,263     $  19,362      $  11,671

<PAGE>

                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                Year Ended December 31,
                                              1995      1994       1993

Cash Flows From Operating Activities  						

  Net income                               $ 22,263   $ 19,362    $ 11,671

Adjustments to reconcile to
   cash provided:
    Depreciation and amortization             8,839      8,079       9,030
    Cumulative effect of
      accounting change, net                   -           -         3,079
    Other adjustments, net                   (4,591)     4,099      (2,979)

Net cash provided by operating activities  $ 26,511  $  31,540    $ 20,801

Cash Flows From Investing Activities 						
  Acquisition of broadcast properties       (1,500)    (18,750)    (23,123)
  Other purchases of property & equipment   (6,858)     (5,290)     (4,203)
  Other investing activities                (5,855)     (4,392)     (4,988)
Net cash used in investing activities      (14,213)    (28,432)    (32,314)

Cash Flows From Financing Activities
  Proceeds from term borrowings                -        10,000      19,700
  Repayments of term borrowings             (2,800)     (2,430)     (6,984)
  Dividends paid                           (15,000)     (4,000)     (5,000)
    Net cash provided by (used in)
    financing activities                   (17,800)      3,570       7,716

Net increase (decrease) in cash and
  cash equivalents                          (5,502)      6,678      (3,797)

Cash and cash equivalents: 						
  Beginning                                  8,449       1,771       5,568
  Ending                                 $   2,947   $   8,449   $   1,771


Note 16.  Segment Information

The Company's continuing operations are conducted principally
through the following business segments:

Life insurance - Life insurance operations include the writing
of individual and group life insurance, accident and health
insurance and annuity products.

Communications - Communications operations consist principally
of radio and television broadcasting and sports program production.


<PAGE>
Amounts related to all operations which do not constitute
reportable business segments have been combined with realized
investment gains and consolidating adjustments in the lines
described as "Corporate and other".  Corporate operations
consist of certain management and treasury activities and
include income, gains and expenses that have not been allocated
to reportable business segments.  Amounts related to the
discontinued other insurance segment are not included in segment
information pertaining to results of operations.  Depreciation
and amortization includes amortization of cost of acquired
businesses in excess of net assets and amortization of other
intangible assets related to communications operations, but does
not include depreciation of real estate investments.

Certain information about reportable business segments follows (in thousands):

                                               Year Ended December 31,
                                         1995           1994           1993

Revenue 						
  Life insurance                      $ 1,345,965   $ 1,025,672   $    986,971
  Communications                          165,815       172,501        144,961
  Corporate and other                      57,636        70,637         60,517
Consolidated                          $ 1,569,416   $ 1,268,810   $  1,192,449

Income from continuing operations before 						
  income taxes and cumulative effect of
  change in accounting principle

  Life insurance                     $    293,542   $   250,189   $    232,961
  Communications                           39,010        36,232         27,582
  Corporate and other                      48,210        61,182         49,915
Consolidated                              380,762       347,603        310,458

Identifiable assets at December 31 						
  Life insurance                     $ 15,911,603   $ 5,654,372   $  5,194,478
  Communications                          141,871       148,678        125,402
  Discontinued operations                    -          146,444        175,670
  Corporate and other                     424,538       190,842        145,071
Consolidated                         $ 16,478,012   $ 6,140,336   $  5,640,621

Depreciation and amortization 						
  Life insurance                     $      6,125   $       4,842  $     4,918
  Communications                            9,142          10,139       10,757
  Corporate and other                         652              88           54
Consolidated                         $     15,919   $      15,069  $    15,729

<PAGE>

Note 16.   Segment Information (Continued)

The cumulative effect of the 1993 change in accounting principle
applicable to postretirement benefits other than pensions
approximated $37 million on a pretax basis and related primarily
to the life insurance segment ($30 million) and the
communications segment ($6 million).  Additions to property and
equipment approximated $30 million in 1995 (including amounts
resulting from the AH Life acquisition), $17 million in 1994 and
$21 million in 1993.  Included in the preceding amounts are
additions related to the communications industry segment
totaling $7.3 million, $13.6 million and $17.6 million in 1995,
1994 and 1993, respectively.  Other additions to property and
equipment related primarily to the life insurance segment. 
Expenditures for acquired businesses in excess of net assets and
for identified intangibles by the communications segment totaled
$1.1 million in 1995, $17.1 million in 1994 and $11.9 million in
1993 and resulted from acquisitions of broadcast properties. 
Cost in excess of net assets obtained in the AH Life acquisition
amounted to $50.4 million.  During 1995, equity securities
carried at $327 million were transferred from the life insurance
segment to the corporate segment.

Note 17.  Disclosures About Fair Value of Financial Instruments

The fair values of cash, cash equivalents, balances due on
account from agents, reinsurers and others, and accounts payable
approximate their carrying amounts as reflected in the
consolidated balance sheets due to their short-term availability
or maturity.  Assets and liabilities related to the Company's
separate accounts are reported at fair value in the accompanying
consolidated balance sheets.

The fair values of debt and equity securities have been
determined from nationally quoted market prices and by using
values supplied by independent pricing services and discounted
cash flow techniques.  These fair values are disclosed together
with carrying amounts in Note 3.  

The fair value of the mortgage loan portfolio, carried at
$1,049.5 million and $680.6 million as of December 31, 1995 and
1994, has been estimated by discounting expected future cash
flows using the interest rate currently offered for similar
loans.  The estimated fair value of mortgage loans approximated
$1,133 million and $698 million as of December 31, 1995 and 1994.

The fair value of policy loans outstanding, carried at $1,151.9 million
and $206.4 million as of December 31, 1995 and 1994, has been estimated
using a current risk-free interest rate applied to expected future
loan repayments projected based on historical repayment patterns.
The estimated fair value of policy loans approximated $1,154 million
and $190 million as of December 31, 1995 and 1994.
 
Annuity contracts issued by the Company do not generally have
defined maturities.  Fair values of the Company's liabilities
under annuity contracts, the carrying amounts of which are
included with policyholder contract deposits in the accompanying
consolidated balance sheets, are estimated to equal the cash
surrender values of the underlying contracts.  The stated amount
and estimated fair value of the Company's liability under
annuity contracts in the accumulation phase totaled $4.815
billion and $4.596 billion as of December 31, 1995 ($1.081
billion and $1.039 billion as of December 31, 1994).

<PAGE>

Note 17.  Disclosures About Fair Value of Financial Instruments (Continued)

The fair values of  dividend accumulations, experience-rated
refund liabilities and other policyholder funds on deposit
approximate their carrying amount of $296 million and $202
million since they are either subject to current withdrawal or
are of a relatively short-term nature.  The estimated fair value
of liabilities under supplementary contracts not involving life
contingencies, which are combined with dividend accumulations
and other policyholder funds on deposit, are estimated to
approximate carrying amount of $23 million in 1995 and $22 million
in 1994.
        
The fair values of short-term borrowings approximate their
carrying amounts of $230 million and $29.4 million as of
December 31, 1995 and 1994 due to their short-term nature and
interest rates approximating those currently available. 
Similarly, the fair value of the liability for securities sold
under repurchase agreements approximates its carrying amounts of
$196.0 million and $266.8 million as of December 31, 1995 and
1994, which amounts include accrued interest.  The fair value of
other debt as of December 31, 1995, reported at $137.1 million,
is estimated to be $138.3 million based primarily on the
nationally quoted market price for the Company's Automatic
Common Exchange Securities.

The fair value of the Company's redeemable preferred stock
approximates its stated amount of $50 million since its dividend
rate is adjustable and reprices frequently.

The fair value of outstanding commitments to fund mortgage loans
and to acquire debt securities in private placement
transactions, which are not reflected in the consolidated
balance sheets, approximated $138 million and $65 million as of
December 31, 1995 and 1994, respectively.

Except for the portfolio of equity securities classified as
trading in the accompanying 1995 consolidated balance sheet, the
Company  has not maintained financial instruments for trading purposes.

Note 18.  Commitments and Contingent Liabilities

The Company routinely enters into commitments to extend credit
in the form of mortgage loans and to purchase certain debt
instruments for its investment portfolio in private placement
transactions.  All such commitments outstanding at December 31,
1995 were in the normal course of the Company's investment
activities and pertained to future investments which are similar
in nature to those it currently holds.

The Company leases electronic data processing equipment and
field office space under noncancelable operating lease
agreements.  The lease terms generally range from three to five
years.  Annual rent expense approximated $6 million in 1995 and
in 1994, and $8 million in 1993.  Future rental commitments are
expected to be slightly higher than current year amounts.

JPCC has commitments for purchases of syndicated television
programming of approximately $8.3 million as of December 31,
1995.  These commitments are not reflected as an asset or
liability in the accompanying 1995 consolidated balance sheet
since these programs are not currently available for use.  

<PAGE>

Note 18.   Commitments and Contingent Liabilities (Continued)

JP-Life is a defendant in a proposed class action suit alleging
deceptive practices, fraudulent and negligent misrepresentation
and breach of contract in the sale of certain life insurance policies
using policy performance illustrations which used then current
interest or dividend rates and insurance charges and illustrated
that some or all of the future premiums might be paid from
policy values rather than directly by the insured.  The claimant's
actual policy values exceeded those illustrated on a guaranteed basis,
but were less than those illustrated on a then current basis due
primarily to the interest crediting rates having declined along
with the overall decline in interest rates in recent years. 
Unspecified compensatory and punitive damages, costs and
equitable relief are sought.  The case is in the preliminary
stages of pleadings and discovery.  While management is unable
to make a meaningful estimate of the amount or range of loss
that could result from an unfavorable outcome, management
believes that it has made appropriate disclosures to policy-
holders as a matter of practice, and intends to vigorously defend.

The Company is involved in other legal and administrative
proceedings and claims of various types, some of which include
claims for punitive damages.  In recent years the life insurance
industry has experienced increased litigation in which large
jury awards including punitive damages have occurred.  Because
of the considerable uncertainties that exist, the Company cannot
predict the outcome of pending or future litigation with
certainty.  Based on consultation with the Company's legal
advisers, management believes that resolution of pending legal
proceedings will not have a material adverse effect on the
Company's financial position or liquidity.

Supplemental Cash Flow Information

Under the terms of the assumption reinsurance agreement to
acquire the majority of the life insurance business of Kentucky
Central Life Insurance Company, liabilities were assumed as
follows (in thousands):

Fair value of noncash assets acquired            $       931,891
Cash received from assumption reinsurance                164,488
Liabilities assumed                              $     1,096,379

<PAGE>

Note 19.   Supplemental Cash Flow Information (Continued)

In connection with the acquisition of Alexander Hamilton Life
Insurance Company of America and its affiliates, liabilities
were assumed as follows (in thousands):

   Fair value of noncash assets acquired      $ 8,376,830
   Cash paid less cash received                  (505,306)
   Liabilities assumed                        $ 7,871,524


In connection with dispositions, noncash assets were disposed of
as follows (in thousands):


   Liabilities disposed of                    $    50,176
   Cash received less cash paid                     6,060
   Noncash assets disposed of                 $    56,236
                                      

Cash payments for interest on financing arrangements totaled
$23.1 million in 1995, $9.1 million in 1994, and $90 thousand in
1993.  Cash payments for income taxes totaled $105 million, $127
million, and $114 million in 1995, 1994, and 1993, respectively.

Note 20.  Subsequent Event

In January 1996, JPCC entered into an agreement to purchase the
assets and operations of radio station KIFM-FM in San Diego for
$28.75 million.  The purchase is subject to regulatory approval,
but is currently expected to close during the second quarter of
1996.  JPCC currently owns KSON-AM/FM in the San Diego market.

<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

     On February 12, 1996 the Registrant's Board of Directors, upon
recommendation of the Audit Committee, appointed Ernst & Young LLP as the
independent public accountants to audit the financial statements of the
Registrant and its consolidated subsidiaries for the fiscal year ending
December 31, 1996.

     Previously, the financial statements have been audited by McGladrey &
Pullen, LLP ("McGladrey").  The change reflects the Corporation's increasing
size (assets more than doubled in 1995, principally through acquisitions) and
growing needs for nationwide life insurance industry resources for both
auditing and other services particularly those related to acquisitions.  The
change was made following a selection process in which McGladrey chose not to
participate although it remained willing to serve as the auditors based on its
existing life insurance industry resources.

     The balance of the disclosures required by Item 304 of Regulation S-K is
contained in the Registrant's Form 8-K filed for February 12, 1996 and its
definitive proxy statement for the 1996 annual meeting as filed on
March 28, 1996.  Once the audit work for 1995 has been completed on additional
statements required for statutory purposes and a formal engagement of Ernst &
Young LLP has been completed, the Registrant intends to file another Form 8-K
to complete the Item 304 reporting.




                                    II-84



<PAGE>
                                Part III


Item 10.  Directors and Executive Officers of the Registrant

     The information included under the heading "Election of Directors" in
the Registrant's definitive Proxy Statement for the Annual Meeting to be held
on May 6, 1996 (the "Proxy Statement") is incorporated herein by reference.    
Executive Officers are described in Part I.

     Information under the heading "Security Ownership" of the Proxy
Statement relating to delinquent filers under Section 16(a) of the Securities
Exchange Act of 1934 is incorporated herein by reference.


Item 11.  Executive Compensation

     The information included under the heading "Executive Compensation"
in the Proxy Statement is incorporated herein by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information included under the heading "Security Ownership" in
the Proxy Statement is incorporated herein by reference.


Item 13. Certain Relationships and Related Transactions

     The information included under the heading "Compensation Committee
Interlocks and Insider Participation" in the Proxy Statement is incorporated
herein by reference.



                                    III-1
<PAGE>
                                   PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  The response to this portion of Item 14 is submitted as a 
          separate section of this report.  (See F-1.)  List and Index
          of Exhibits included on page F-19 of this report.

     (b)  A report on Form 8-K was filed on October 18, 1995 to report
          the acquisition of Alexander Hamilton Life Insurance Company
          of America, a Form 8-K/A (Amendment No. 1 to that Form 8-K)
          was filed November 8, 1995 to supply the proforma financial 
          information, and a Form 8-K/A(Amendment No. 2 to that Form 8-K)
          was filed November 22, 1995 to update such proforma financial 
          information to September 30, 1995.

     (c)  Exhibits are submitted as a separate section of this report.
          (See F-19.)

     (d)  Financial Statement Schedules - The response to this portion 
          of Item 14 is submitted as a separate section of this report.
          (See F-1.)

Undertakings

     For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrant's Registration Statements on
Form S-8 Nos. 2-36778, 2-56410, 33-30530, 33-56369, 33-64137, and Form S-3
No. 33-63521 and in outstanding effective registration statements on Form S-16
included in such S-8 filings:

          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in
          the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act of 1933 and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer or controlling person of the registrant
          in the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the registrant
          will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is
          against public policy as expressed in the Act and will be governed
          by the final adjudication of such issue.





                                    IV-1
<PAGE>
                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                              JEFFERSON-PILOT CORPORATION
                                                     (Registrant)



                             BY (SIGNATURE)   /s/David A. Stonecipher      
                            (NAME AND TITLE)  David A. Stonecipher
                                              President and Director
                                              (Also signing as Principal 
                                               Executive Officer)
                            DATE              March 29, 1996
     

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



BY (SIGNATURE)       /s/Dennis R. Glass              
(NAME AND TITLE)     Dennis R. Glass
                     Senior Vice President and Treasurer
                     (Principal Financial Officer)
DATE                 March 29, 1996



BY (SIGNATURE)       /s/Reggie D. Adamson            
(NAME AND TITLE)     Reggie D. Adamson
                     Senior Vice President, Finance
                     (Principal Accounting Officer)
DATE                 March 29, 1996  



BY (SIGNATURE)       /s/Thomas M. Belk               
(NAME AND TITLE)     Thomas M. Belk, Director
DATE                 March 29, 1996



BY (SIGNATURE)       /s/William E. Blackwell         
(NAME AND TITLE)     William E. Blackwell, Director
DATE                 March 29, 1996



BY (SIGNATURE)       /s/Edwin B. Borden               
(NAME AND TITLE)     Edwin B. Borden, Director
DATE                 March 29, 1996


                                   IV-2
<PAGE>
                                SIGNATURES
                                (continued)                        
                                 

BY (SIGNATURE)       /s/William H. Cunningham        
(NAME AND TITLE)     William H. Cunningham, Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/C. Randolph Ferguson         
(NAME AND TITLE)     C. Randolph Ferguson, Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/Robert G. Greer              
(NAME AND TITLE)     Robert G. Greer, Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/George W. Henderson, III     
(NAME AND TITLE)     George W. Henderson, III
DATE                 March 29, 1996  


BY (SIGNATURE)       /s/Hugh L. McColl, Jr.          
(NAME AND TITLE)     Hugh L. McColl, Jr., Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/E. S. Melvin                 
(NAME AND TITLE)     E. S. Melvin, Director
DATE                 March 29, 1996


BY (SIGNATURE)                                       
(NAME AND TITLE)     William P. Payne, Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/Donald S. Russell, Jr.       
(NAME AND TITLE)     Donald S. Russell, Jr., Director
DATE                 March 29, 1996


BY (SIGNATURE)       /s/Robert H. Spilman            
(NAME AND TITLE)     Robert H. Spilman, Chairman
DATE                 March 29, 1996


BY (SIGNATURE)       /s/Martha A. Walls              
(NAME AND TITLE)     Martha A. Walls, Director
DATE                 March 29, 1996


                                    IV-3
<PAGE>
       List of Financial Statements and Financial Statement Schedules


                                                              Form 10-K
                                                               - Pages -       
                                                                 
The Consolidated Financial Statements and
 Independent Auditor's Report                                II-28 - II-83

Independent Auditor's Report on Schedules                         F-2

Schedule I  - Summary of Investments - Other Than
              Investments in Related Parties                   F-3 - F-4

Schedule II - Financial Statements of Jefferson-Pilot
              Corporation:
  Condensed Balance Sheets as of December 31, 1995 and 1994       F-5
  Condensed Statements of Income for the Years Ended
    December 31, 1995, 1994, and 1993                             F-6
  Condensed Statements of Cash Flows for the Years
    Ended December 31, 1995, 1994, and 1993                       F-7
  Notes to Condensed Financial Statements                      F-8 - F-12

Schedule III - Supplementary Insurance Information            F-13 - F-14

Schedule IV  - Reinsurance                                        F-15

Schedule V   - Valuation and Qualifying Accounts              F-16 - F-17

Report of Independent Public Accountant Auditing
  Significant Subsidiary                                          F-18

List and Index of Exhibits                                    F-19 - F-21

     All other schedules provided for in the applicable accounting regulations
of the Securities and Exchange Commission have been omitted because either
they pertain to items which are not applicable or to items which are not
significant or to items for which the required disclosures have been included
in the financial statements or notes thereto.



                                    F-1

<PAGE>
                 INDEPENDENT AUDITOR'S REPORT ON SCHEDULES





To the Board of Directors
Jefferson-Pilot Corporation
Greensboro, North Carolina



Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidated
supplemental schedules I, II, III, IV and V are presented for purposes
of complying with the Securities and Exchange Commission's rules and are
not a part of the basic consolidated financial statements.  These schedules
have been subjected to the auditing procedures applied in our audits of
the basic consolidated financial statements and, in our opinion, based on
our audits and the report of the other auditors, are fairly stated in all
material respects in relation to the basic consolidated financial statements
taken as a whole.

As disclosed in the notes to consolidated financial statements, the Company
changed its method of accounting for certain investments in debt and
marketable equity securities in 1994 and changed its method of accounting
for postretirement benefits other than pensions in 1993.



                                                   McGLADREY & PULLEN, LLP

    

Greensboro, North Carolina
February 6, 1996



                                 F-2
<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule I - Summary of Investments -
Other than Investments in Related Parties December 31, 1995

<CAPTION>
        Column A                               Column B        Column C         Column D
                                                                                 Amount
                                                                                at Which
                                                                               Shown in the
                                                                               Consolidated
Type of Investment                             Cost (a)          Value         Balance Sheet
<S>                                        <C>               <C>               <C>
Debt securities: 						
  Bonds and other debt instruments:
    United States Treasury obligations
      and direct obligations of U. S.
      Government agencies                  $   483,040,000   $   520,480,000   $   520,480,000
    Federal agency issued collateralized
      mortgage obligations                   1,774,585,000     1,856,118,000     1,856,118,000
    Obligations of states, municipalities
      and and political subdivisions (b)       331,973,000       338,043,000       337,650,000
    Obligations of public utilities (b)      1,356,219,000     1,417,739,000     1,397,853,000
    Corporate obligations (b)                5,128,068,000     5,275,096,000     5,174,240,000
    Corporate private-labeled
      collateralized mortgage obligations      600,685,000       640,435,000       640,435,000
  Redeemable preferred stocks                   61,181,000        58,837,000        58,837,000
         Total debt securities             $ 9,735,751,000   $10,106,748,000   $ 9,985,613,000

Equity securities: 						
  Common stocks:
    Public utilities                       $   112,912,000   $   268,046,000   $   268,046,000
    Banks, trust and insurance companies        28,928,000       360,348,000       360,348,000
    Industrial and all other                    79,393,000       197,510,000       197,510,000
  Nonredeemable preferred stocks                31,763,000        36,846,000        36,846,000
         Total equity securities           $   252,996,000   $   862,750,000   $   862,750,000
Mortgage loans on real estate (c)          $ 1,076,464,000                     $ 1,049,464,000
Real estate acquired by foreclosure (c)    $     4,400,000                     $     3,516,000
Other real estate held for investment      $    73,130,000                     $    73,130,000
Policy loans                               $ 1,151,947,000                     $ 1,151,947,000
Other long-term investments                $    41,705,000                     $    41,705,000
         Total investments                 $12,336,393,000                     $13,168,125,000
</TABLE>

                                                  (Continued)
                                              F-3
<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule I - Summary of Investments -
Other Than Investments in Related Parties (Continued)
December 31, 1995


a.  Cost of debt securities is original cost, reduced by repayments
    and adjusted for amortization of premiums and accrual of
    discounts.  Cost of equity securities is original cost.  Cost of
    mortgage loans on real estate and policy loans represents
    aggregate outstanding balances.  Cost of real estate acquired by
    foreclosure is the originally capitalized amount, reduced by
    applicable depreciation.  Cost of other real estate held for
    investment is depreciated original cost.

b.  Differences between amounts reflected in Column B or Column C
    and amounts at which shown in the consolidated balance sheet
    reflected in Column D result from the application of  SFAS 115,
    Accounting for Certain Investments in Debt and Equity
    Securities.  A portion of bonds and debt securities are recorded
    as investments held to maturity at amortized cost and a portion
    are recorded as investments available for sale at fair value.

c.  Differences between cost reflected in Column B and amounts at
    which shown in the consolidated balance sheet reflected in
    Column D result from valuation allowances and declines in value
    that are other than temporary.










                                      F-4
<PAGE>


Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Balance Sheets of Jefferson-Pilot Corporation
December 31, 1995 and 1994


ASSETS                                              1995              1994

Cash and investments (Note 3): 				
  Cash and cash equivalents                 $     2,713,539   $     1,864,097
  Debt securities available-for-sale             13,428,328       135,952,327
  Equity securities available-for-sale           54,204,132        52,093,483
  Investment in continuing subsidiaries       2,548,585,748     1,522,393,224
  Investment in discontinued subsidiaries           -              65,039,937
  Other investments                               2,046,667         1,980,599
        Total cash and investments            2,620,978,414     1,779,323,667
  Due from subsidiaries                             -               8,480,428
  Other assets                                   17,468,130        11,276,486

                                            $ 2,638,446,544   $ 1,799,080,581

LIABILITIES AND STOCKHOLDERS' EQUITY 				

Liabilities: 				
  Notes payable, bank (Note 4)              $   230,000,000   $    29,350,000
  Notes payable, ACES (Note 4)                  131,587,500            -
  Notes payable, subsidiaries                    68,650,000            -
  Payables and accruals                           4,473,896         3,556,764
  Due to subsidiaries                             6,978,922            -
  Dividends payable                              22,788,000        20,834,000
  Income taxes payable                            3,838,803         3,824,458
  Deferred income tax liabilities                14,070,471         8,972,756
        Total liabilities                       482,387,592        66,537,978
Commitments & contingent liabilities(Note 5)
Stockholders' equity (Notes 3, 6 and 7):
  Common stock, par value $1.25 per share,
    authorized 1995 150,000,000 shares;
    authorized 1994 100,000,000 shares;
    issued 1995 71,213,162 shares; 1994
    72,674,060 shares (adjusted for 1995
    3-for-2 common stock split)                  89,016,453        60,563,623
Retained earnings, including equity in
  undistributed net income of subsidiaries
  1995 $1,314,824,711; 1994 $1,318,265,897    1,542,343,660     1,441,132,441
Net unrealized gains on securities available
  for sale, less deferred income taxes 1995
  $278,696,529; 1994 $121,988,542               524,698,839       230,846,539

        Total stockholders' equity            2,156,058,952     1,732,542,603

                                            $ 2,638,446,544   $ 1,799,080,581


See Notes to Condensed Financial Statements.


                                       F-5
<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Income of Jefferson-Pilot Corporation
Years Ended December 31, 1995, 1994 and 1993 						

						
<CAPTION>
                                                  1995            1994           1993
<S>                                           <C>            <C>            <C>
Income:
  Dividends from continuing subsidiaries:
    Jefferson-Pilot Life Insurance Company    $169,363,335   $ 94,500,000   $ 91,256,674
    Jefferson-Pilot Communications Company      15,000,000      4,000,000      5,000,000
    Other subsidiaries                          21,700,000      4,200,000        400,000
                                               206,063,335    102,700,000     96,656,674
  Dividends from discontinued subsidiaries:
    Jefferson-Pilot Fire & Casualty Company     75,827,631      5,170,000      4,300,000
    Jefferson-Pilot Title Insurance Company         -          20,161,426      1,800,000
                                                75,827,631     25,331,426      6,100,000
  Other investment income, including interest
    from subsidiaries, net (Note 8)              1,170,888     11,227,132      7,451,363
  Realized investment gains (Note 8)               340,659     20,565,037     11,134,594
            Total income                       283,402,513    159,823,595    121,342,631

Expenses                                        10,774,952     11,182,580     11,512,825
            Income before income taxes and
            equity in undistributed net
            income of subsidiaries             272,627,561    148,641,015    109,829,806

Income taxes (benefits) (Note 9)                (3,810,370)     7,518,026      1,452,456

            Income before equity in
            undistributed undistributed
            undistributed net income of
            subsidiaries                       276,437,931    141,122,989    108,377,350

Equity in undistributed net income of 						
  continuing subsidiaries:
    Jefferson-Pilot Life Insurance Company      32,105,257     99,835,640     72,942,220
    Jefferson-Pilot Communications Company       7,263,321     15,361,598      6,671,329
    Other subsidiaries, net                      9,418,073     (1,091,957)     4,071,516
                                                48,786,651    114,105,281     83,685,065

Equity in undistributed net income of  						
  discontinued subsidiaries:
    Jefferson-Pilot Fire & Casualty
      Company, reflects special
      dividend of $75,827,631 in 1995          (51,369,837)     1,937,398      2,909,525
    Jefferson-Pilot Title Insurance
      Company, reflects special
      dividend of $18,538,916 in 1994               -         (17,927,995)       200,038
                                               (51,369,837)   (15,990,597)     3,109,563

Net income                                    $273,854,745   $239,237,673   $195,171,978
</TABLE>

See Notes to Condensed Financial Statements.

                                        F-6
<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Cash Flows of Jefferson-Pilot
Corporation Years Ended December 31, 1995, 1994 and 1993 						

<CAPTION>
                                                1995           1994            1993
<S>                                        <C>             <C>             <C>
Cash Flows From Operating Activities 						

  Net income                               $273,854,745    $239,237,673    $195,171,978
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Equity in undistributed net income
      of subsidiaries                         2,583,186     (98,114,684)    (86,794,628)
    Noncash dividends received from
      subsidiaries                         (144,294,096)    (18,270,501)         -
    Realized investment gains                  (340,659)    (20,565,037)    (11,134,594)
    Change in accrued items and other
      adjustments, net                       17,300,389      12,263,030      (1,461,720)
         Net cash provided by operating
         activities                         149,103,565     114,550,481      95,781,036

Cash Flows From Investing Activities 						

    Sales of short-term investments               -           3,065,000      39,183,230
    Purchases of investments in debt
      securities                           (263,636,586)          -        (200,511,406)
    Proceeds from sales of investments      403,572,939      22,354,569      71,937,217
    Acquisition of Alexander Hamilton Life
      Insurance Company                    (527,293,768)          -              -
    Other investments in (returns from)
      subsidiaries                          (11,964,624)          -           4,200,000
    Collection of notes receivable                -          15,500,000       1,793,224
    Acceptance of notes receivable                -               -         (36,500,000)
    Other, net                               (6,635,694)     (2,277,098)      1,861,111
         Net cash provided by (used in)
         investing activities              (405,957,733)     38,642,471    (118,036,624)

Cash Flows From Financing Activities 						
  Cash dividends                            (89,268,317)    (81,813,860)    (75,986,073)
  Common stock reacquired                   (52,359,939)    (55,686,956)    (48,935,048)
  Proceeds from external borrowings         526,587,500           -          39,700,000
  Repayments of external borrowings        (194,350,000)    (10,350,000)          -
  Borrowings from subsidiaries               68,650,000           -               -
  Other                                      (1,555,634)     (3,488,213)     (2,800,504)
         Net cash provided by (used
         in) financing activities           257,703,610    (151,339,029)    (88,021,625)

         Net increase (decrease) in
         cash and cash equivalents              849,442       1,853,923    (110,277,213)
Cash and cash equivalents:
  Beginning                                   1,864,097          10,174     110,287,387
  Ending                                   $  2,713,539    $  1,864,097   $      10,174
</TABLE>

See Notes to Condensed Financial Statements.
                                        F-7
<PAGE>

JEFFERSON-PILOT CORPORATION AND SUBSIDIARIES
Schedule II- Notes to Condensed Financial Statements
of Jefferson-Pilot Corporation

Note 1.  Basis of Presentation and Significant Accounting Policies

The accompanying financial statements comprise a condensed
presentation of financial position, results of operations, and
cash flows of Jefferson-Pilot Corporation (the "Company") on a
separate-company basis.  These condensed financial statements do
not include the accounts of the Company's majority-owned
subsidiaries, but instead include the Company's investment in
those subsidiaries, stated at amounts which are substantially
equal to the Company's equity in the subsidiaries' net assets. 
Therefore the accompanying financial statements are not those of
the primary reporting entity.  The consolidated financial
statements of the Company and its subsidiaries are included in
Form 10-K for the year ended December 31, 1995.

The Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) 115 "Accounting for Certain
Investments in Debt and Equity Securities" effective January 1,
1994.  SFAS 115 applies to equity securities having readily
determinable fair values and to debt securities.  Securities
under its scope must be classified for financial reporting
purposes as either 1) securities held to maturity stated at
amortized cost; 2) trading securities stated at fair value with
unrealized gains and losses reflected in income; or 3)
securities available for sale stated at fair value with net
unrealized gains and losses included in a separate component of
stockholders' equity, net of deferred income tax effect.

SFAS 115 establishes criteria for classifying debt securities as
held to maturity or trading and requires debt securities not
otherwise classified to be accounted for as available for sale. 
Equity securities with readily determinable fair values are
required to be classified as either trading or available for
sale.  Individual securities classified as either held to
maturity or available for sale that experience
other-than-temporary declines in value to amounts less than
amortized cost must be adjusted to a new cost basis, with a
corresponding charge to earnings.

In connection with the adoption of SFAS 115, the Company
classified its debt and equity securities as available for sale
and adjusted their carrying amount to aggregate fair value as of
January 1, 1994.  Prior to adopting SFAS 115, the Company's debt
securities were stated at amortized cost less allowances for
declines in value considered to be other than temporary and
equity securities held directly by the Company were stated at
the lower of aggregate cost or market.

Additional information about accounting policies pertaining to
investments and other significant accounting policies applied by
the Company and its subsidiaries are as set forth in Note 1 to
the consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries which are included in Form 10-K for
the year ended December 31, 1995.


                                   F-8
<PAGE>

Note 2.  Certain Significant Transactions

On May 31, 1995, Jefferson-Pilot Life Insurance Company assumed
certain life insurance and annuity business of Kentucky Central
Life Insurance Company in a transaction which was accomplished
through an assumption reinsurance agreement.  On October 6,
1995, the Company acquired Alexander Hamilton Life Insurance
Company of America and its wholly-owned subsidiary Alexander
Hamilton Capital Management, Inc. from a subsidiary of Household
International, Inc. under a stock purchase agreement dated
August 9, 1995.  The acquisition was completed through merger
into a wholly-owned Michigan domiciled life insurance subsidiary
of the Company, which was thereupon renamed Alexander Hamilton
Life Insurance Company of America ("AH Life").  First Alexander
Hamilton Life Insurance Company, which is domiciled in New York,
was acquired by AH Life on October 13, 1995.

On December 30, 1994, Jefferson-Pilot Title Insurance Company
("JPT") entered into a reinsurance agreement with First American
Title Insurance Company (First American) under which JPT ceded
to First American its obligations and liabilities on all
policies issued through that date.  On December 23, 1994, the
Company signed a definitive agreement to sell Jefferson-Pilot
Fire & Casualty Company to Southern Guaranty Insurance Company,
a subsidiary of Winterthur U.S. Holdings.  After regulatory
approval, the sale closed on April 3, 1995.  On February 14,
1995, substantially all of the assets and the media services
operations of Jefferson-Pilot Data Services, Inc. were sold.  

Information about these transactions is included in Note 2 to
the consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries which are included in Form 10-K for
the year ended December  31, 1995.


Note 3.  Investment Information

Changes during 1995 and 1994 in amounts affecting net unrealized
gains included in the separate component of stockholders' equity,
reduced by deferred income taxes, are as follows:

                                          Net Unrealized Gains (Losses)
                                          Debt         Equity
                                       Securities    Securities       Total
Effect of adopting SFAS 115
  as of January 1, 1994:
  Increase in stated amount
    of securities                     $  151,607   $ 70,103,916   $ 70,255,523
  Increase in deferred income
     tax liabilities                     (52,000)   (28,102,946)   (28,154,946)
Increase in net unrealized gains
  included in stockholders' equity        99,607     42,000,970     42,100,577



                                     F-9
<PAGE>

Note 3.     Investment Information (Continued)

                                         Net Unrealized Gains (Losses)
                                         Debt         Equity
                                      Securities    Securities       Total

Changes during year ended
   December 31, 1994:
     Decrease in stated amount
       of securities                $(15,593,429)  $(28,221,111)  $(43,814,540)
     Decrease in deferred income
       tax liabilities                 6,151,909     11,815,851     17,967,760
Increase (decrease) in unrealized
  gains included in stockholders'
  equity                              (9,341,913)   (25,595,710)    16,253,797
Net unrealized gains (losses) on
  the Company's securities
  available-for-sale as of
  December 31, 1994                   (9,341,913)    25,595,710     16,253,797

Changes during year ended
  December 31, 1995:
  Increase in stated amount
    of securities                     16,038,811      3,120,749     19,159,560
  (Increase) decrease in deferred
    income tax liabilities            (6,366,466)       593,462     (5,773,004)

Increase in net unrealized gains
  included in stockholders' equity     9,672,345      3,714,211     13,386,556

Net unrealized gains on the
  Company's securities
  available-for-sale as
  of December 31, 1995              $    330,432   $ 29,309,921   $ 29,640,353


Net unrealized gains on securities available for sale included in the
accompanying condensed balance sheets as of December 31, 1995 and 1994
include approximately $495 million and $215 million of net unrealized
gains pertaining to securities held by insurance subsidiaries, net of
deferred income tax effect of approximately $263 million as of
December 31, 1995 and $112 mllion as of December 31, 1994.

Debt securities held directly by the Company, stated at fair value of
$13,428,328 as of December 31, 1995 and $135,952,327 as of December 31, 1994,
had an aggregate amortized cost of approximately $13 million and $151 million
as of December 31, 1995 and 1994, respectively.  Such securities consisted
primarily of obligations of states and political subdivisions ($11.9 million
at fair value) and U.S. Treasury obligations ($0.6 million at fair value)
as of December 31, 1995.  No gross unrealized losses existed as of
December 31, 1995.  Approximately $1 million of these debt securities
mature within one year or less, $7 million mature after 1 year through five
years, and $4 million mature after five years through ten years.  As of
December 31, 1994 such securities consisted primarily of U.S. Treasury
obligations maturing in the years 2000 through 2003 with approximately
$15 million of gross unrealized holding losses.

                                F-10
<PAGE>

Note 3.   Investment Information (Continued)

Equity securities held directly by the Company were stated at market
value of $54,204,132 and had an aggregate cost approximating $9 million,
with approximately $45 million of gross unrealized holding gains as of
December 31, 1995.  As of December 31, 1994 equity securities were stated
at market of $52,093,483 and had aggregate cost approximating $10 million,
with approximately $42 million of gross unrealized holding gains.


Note 4.   Debt

Information about notes payable is contained in Note 6 to the consolidated
financial statements of Jefferson-Pilot Corporation and subsidiaries which
are included in Form 10-K for the year ended December 31, 1995.


Note 5.   Commitments and Contingent Liabilities

Information about commitments and contingent liabilities involving the
Company and its subsidiaries is contained in Notes 2, 13, 14, and 18 to the
consolidated financial statements of Jefferson-Pilot Corporation and sub-
sidiaries which are included in Form 10-K for the year ended December 31, 1995.


Note 6.   Common Stock and Stock Plans

Information about common stock and stock plans is contained in Notes 9 and
11 to the consolidated financial statements of Jefferson-Pilot Corporation
and subsidiaries which are included in Form 10-K for the year ended
December 31, 1995.


Note 7.   Retained Earnings

Information about certain limitations affecting the amount of dividends that
the insurance subsidiaries may pay to the Company without the approval of the
Insurance Commissioners of the States of North Carolina and Michigan is
contained in Note 10 to the consolidated financial statements of Jefferson-
Pilot Corporation and subsidiaries which are included in Form 10-K for the
year ended December 31, 1995.


Note 8.   Other Investment Income and Realized Investment Gains

Other investment income consists principally of interest on debt securities
and dividends on investments in common stocks. Realized investment gains
resulted from sales of common stocks in 1994.


                                F-11
<PAGE>

Note 9.   Income Taxes (Benefits)
                                     
Income taxes (benefits) as reported in the statements of income differ from
the amounts which result from applying the maximum federal income tax rates
of 35% to income before income taxes and equity in undistributed income of
subsidiaries.  The predominant reason for the difference is elimination of
dividends from subsidiaries in arriving at income subject to income taxes.
Net deferred income tax liabilities as of December 31, 1995 and 1994 relate
primarily to unrealized gains on securities available for sale.  Other asset
and liability basis differences resulted in deferred income tax assets
approximating $1.9 million and $1.2 million as of December 31, 1995 and 1994.
The deferred component of income taxes (benefit) was not material in any year
presented.

The Company pays the total amount of federal income taxes indicated on its
consolidated federal income tax return and collects from subsidiaries the
amounts which the subsidiaries would have paid had they filed separate returns
(or pays them the benefits resulting from including their losses in the
return).
              
Information about untaxed life insurance company income and the status of
the Company and its subsidiaries with respect to federal income tax return
examinations is contained in Note 12 to the consolidated financial statements
of Jefferson-Pilot Corporation and subsidiaries which are included in
Form 10-K for the year ended December 31, 1995.
              

Note 10.    Postretirement Benefit Plans
              
Information about postretirement benefit plans sponsored by the Company and
its subsidiaries is contained in Note 13 to the consolidated financial
statements of Jefferson-Pilot Corporation and subsidiaries which are included
in Form 10-K for the year ended December 31, 1995.

The effect of adopting SFAS 106 "Employers'  Accounting for Postretirement
Benefits Other Than Pensions" during 1993 is reflected primarily in equity
in undistributed net income of subsidiaries, as are substantially all
postretirement benefits expenses.

                        
Note 11.    Supplemental Cash Flow Information

During 1995 the Company received a dividend from Jefferson-Pilot Fire
& Casualty Company of cash equivalents, investments, and accrued interest
of $75,827,631 which was later contributed to another subsidiary of the
Company.  Other required supplemental cash flow information, which includes
disclosures about noncash assets and liabilities assumed and disposed of in
certain significant transactions, is contained in Note 19 to the consolidated
financial statements of Jefferson-Pilot Corporation and subsidiaries which
are included in Form 10-K for the year ended December 31, 1995.


Note 12.    Subsequent Event

Information about the purchase of a certain radio station by Jefferson-
Pilot Communications Company in January 1996 is set forth in Note 20 to
the consolidated financial statements of Jefferson-Pilot Corporation and
subsidiaries which are included in Form 10-K for the year ended
December 31, 1995.

                                F-12
<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule III - Supplementary Insurance Information For the Years Indicated
										
<CAPTION>
   Column A          Column B      Column C          Column D      Column E       Column F
                     Deferred
                     Policy
                     Acquisition   Future Policy     Deferred
                     Costs and     Benefits and      Revenue and   Other Policy
                     Value of      Policyholder      Premiums      Claims and     Premiums
                     Insurance     Contract          Collected     Benefits       and Other
   Segment           In Force      Deposits          in Advance    Payable (b)    Considerations
<S>                 <C>            <C>               <C>           <C>            <C>
As of or Year Ended
December 31, 1995

Life insurance      $834,764,000   $12,233,822,000   $34,149,000   $453,603,000   $810,040,000

As of or Year Ended 										
  December 31, 1994

Life insurance      $323,015,000   $ 3,125,021,000   $23,321,000   $414,722,000   $655,302,000
Discontinued
  operations (a)       6,124,000           -              -          70,699,000
      Total         $329,139,000   $ 3,125,021,000   $23,321,000   $485,421,000

As of or Year Ended 										
  December 31, 1993

Life insurance      $272,314,000   $ 2,954,247,000   $21,680,000   $415,593,000   $627,604,000
Discontinued
  operations (a)       5,417,000          -               -          62,793,000
      Total         $277,731,000   $ 2,954,247,000   $21,680,000   $478,386,000
</TABLE>
										

   Column A           Column G           Column H      Column I      Column J
                                                      Amortization
                                                      of Deferred
                                                      Policy
                                         Benefits,    Acquisition
                                         Claims,      Costs and
                         Net             Losses and   Value of        Other
                     Investment          Settlement   Insurance     Operating
Segment                Income            Expenses     In Force     Expenses (c)

As of or Year Ended
  December 31, 1995
Life insurance       $ 540,805,000   $ 842,296,000  $ 54,177,000  $ 167,000,000

As of or Year Ended 										
  December 31, 1994
Life insurance       $ 375,196,000   $ 627,862,000  $ 22,265,000  $ 136,585,000

As of  or Year Ended 										
  December 31, 1993
Life insurance       $ 360,800,000   $ 601,726,000  $25,083,000   $ 138,607,000

                                   F-13
<PAGE>
a.  Balance sheet information for discontinued operations relates to
    operations classified in prior years as the "other insurance" segment.

b.  Other policy claims and benefits payable include dividend
    accumulations and other policyholder funds on deposit, policy
    and contract claims (life and annuity and accident and health),
    dividends for policyholders, casualty insurance unearned
    premiums and losses payable and other policy liabilities.
    
c.  Expenses related to the management and administration of investments
    have been netted with investment income in the determination of net
    investment income.  Such expenses amounted to $38,299,000 in 1995,
    $22,917,000 in 1994, and $10,897,000 in 1993.















                                F-14

<PAGE>

<TABLE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule IV - Reinsurance For the Years Indicated
<CAPTION>
          Column A              Column B            Column C         Column D       Column E        Column F
                                                                                                   Percentage
                                                    Ceded to         Assumed                       of Amount
                                                      Other         From Other                     Assumed to
                                Gross Amount        Companies       Companies       Net Amount       Net (b)
<S>                           <C>               <C>               <C>           <C>                     <C>
Year Ended December 31, 1995:
  Life insurance in force
    at end of year            $111,383,136,000  $ 32,860,317,000  $ 58,183,000  $ 78,581,002,000     0.1%

Premiums:  (a)
  Life insurance              $    376,185,000  $     46,736,000  $    168,000  $    329,617,000     0.1%
  Accident and health
    insurance                      427,712,000        15,504,000       584,000       412,792,000     0.1%
       Total premiums         $    803,897,000  $     62,240,000  $    752,000  $    742,409,000     0.1%

Year Ended December 31, 1994:
  Life insurance in force
    at end of year            $ 45,048,825,000  $  2,738,735,000  $  9,657,000  $ 42,319,747,000      -

Premiums:  (a) 										
  Life insurance              $    226,830,000  $      9,250,000  $    194,000  $    217,774,000     0.1%
  Accident and health
           insurance               404,869,000         5,757,000       (47,000)      399,065,000      -
       Total premiums         $    631,699,000  $     15,007,000  $    147,000  $    616,839,000      -

Year Ended December 31, 1993: 										
  Life insurance in force
    at end of year            $ 41,574,012,000  $  2,216,681,000  $ 17,114,000  $ 39,374,445,000      -

Premiums:  (a) 										
  Life insurance             $     219,805,000   $     8,948,000  $    161,000  $    211,018,000     0.1%
  Accident and health
    insurance                      395,767,000         9,016,000      (143,000)      386,608,000      -
       Total premiums         $    615,572,000   $    17,964,000  $     18,000  $    597,626,000      -
</TABLE>




                                       F-15
<PAGE>


a.  Included with life insurance premiums are premiums on ordinary life
    insurance products and mortality charges on interest-sensitive products.
    
b.  Percentage of amount assumed to net is computed by dividing the
    amount in Column D by the amount in Column E.








                                       F-16

<PAGE>

<TABLE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule V - Valuation and Qualifying Accounts December 31, 1995

<CAPTION>
   Column A             Column B              Column C            Column D     Column E
                                              Additions
                                                    Charged to
                                                    Cost of
                                     Charged to     Acquired
                        Balance at   Realized       Businesses                 Balance at
                        Beginning    Investment     In Excess of                  End
Description             of Period      Gains        Net Assets    Deductions    of Period
<S>                     <C>          <C>           <C>          <C>           <C>
1995:
  Valuation allowance
    for mortgage loans
    on real estate      $1,675,000   $25,325,000   $    -       $      -      $27,000,000

  Valuation allowance
    for deferred tax
    assets              $    -       $    -        $12,686,000  $      -       $12,686,000

1994:
  Valuation allowance
    for mortgage loans
    on real estate      $1,500,000   $   175,000   $      -      $      -      $ 1,675,000


1993: 										
  Valuation allowance
    for mortgage loans
    on real estate      $      -     $ 1,500,000   $       -     $      -      $ 1,500,000

</TABLE>








                                         F-17

<PAGE>
                     Report of Independent Accountants


To Alexander Hamilton Life Insurance Company of America:


We have audited the accompanying consolidated balance sheet of Alexander
Hamilton Life Insurance Company of America (a Michigan corporation and a
wholly-owned subsidiary of Jefferson-Pilot Corporation) and subsidiaries
as of December 31, 1995 and the related consolidated statements of income,
stockholder's investment, and cash flows for the three months then ended
(not presented separately therein).  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Alexander Hamilton Life
Insurance Company of America and subsidiaries as of December 31, 1995, and
the results of their operations and their cash flows for the three months
then ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Schedule I - Summary of
Investments, Schedule III - Supplementary Insurance Information and Schedule
IV - Reinsurance, of Alexander Hamilton Life Insurance Company of America
and subsidiaries (not presented separately herein) are for purposes of
complying with the Securities and Exchange Commission's rules and are not
part of the basic financial statements.  These schedules have been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.






                                                   ARTHUR ANDERSEN LLP

Detroit, Michigan
  February 6, 1996

  



                                    F-18
<PAGE>
                     List and Index of Exhibits

 Reference
Per Exhibit
   Table                Description of Exhibit                      -Page-
   
      (2)       (i) Plan of acquisition - Life and Health
                    Agreement in Connection with the
                    Rehabilitation of Kentucky Central
                    Life Insurance Company was included
                    in Form 10-Q for the period ended
                    September 30, 1994, and is incorporated 
                    herein by reference.                                -
 
                (i) Stock Purchase Agreement by and among
                    Household Group, Inc., Household 
                    International, Inc., Alexander Hamilton
                    Life Insurance Company of America, and
                    Jefferson-Pilot Corporation dated
                    August 9, 1995, was included in Form 8-K
                    (earliest event reported October 6, 1995)
                    and is incorporated herein by reference.
                    (Confidential treatment requested with 
                    respect to certain portions thereof.)  
                    Exhibits set forth in the Stock Purchase
                    Agreement have been omitted and will be 
                    furnished supplementally to the Securities
                    and Exchange Commission upon request.               -

    (3)        (ii) Articles of Incorporation including
                    amendments thereto that have been
                    approved by shareholders was included
                    in Form 10-Q for the quarter ended 
                    June 30, 1995, and are incorporated
                    herein by reference.                                -     

               (ii) By laws as currently in effect
                    were included in Form 8-K dated
                    November 14, 1994, and are
                    incorporated herein by reference.                   -

    (4)         (i) Amended and Restated Rights Agreement
                    dated November 7, 1994 between Jefferson-
                    Pilot Corporation and First Union National
                    Bank of North Carolina, as Rights Agent,
                    was included in Form 8-K dated November 14,
                    1994, and is incorporated herein by reference.      -

               (ii) Credit Agreement dated October 5, 1995 
                    among the registrant and the banks named
                    therein, and NationsBank of Georgia, N.A.
                    as Agent, is not being filed because the
                    total amount of borrowings available 
                    thereunder does not exceed 10% of total
                    consolidated assets.  The registrant agrees 
                    to furnish a copy of the Credit Agreement to 
                    the Commission upon request.                        -

                                    F-19
<PAGE>

(10)       The following contracts and plans:

                (i) Employment contract, between the
                    Registrant and David A. Stonecipher,
                    an executive officer of the Registrant,
                    was included in Form 10-K for the year
                    ended December 31, 1992, and is
                    incorporated herein by reference.                 -

               (ii) Employment contract, between the
                    Registrant and Kenneth C. Mlekush,
                    an executive officer of the Registrant,
                    effective January 1, 1996.                       F-22
                                   
              (iii) Employment contract between the 
                    Registrant and John D. Hopkins,
                    an executive officer of the Registrant,
                    was included in Form 10-K for the year
                    ended December 31, 1993, and 
                    incorporated herein by reference.                 -

               (iv) Employment contract between the
                    Registrant and Dennis R. Glass,
                    an executive officer of the Registrant,  
                    was included in Form 10-K for the year
                    ended December 31, 1993, and  
                    incorporated herein by reference.                 - 

                (v) Employment contract between the
                    Registrant and E. J. Yelton,
                    an executive officer of the Registrant, 
                    was included in Form 10-K for the
                    year ended December 31, 1993, and is
                    incorporated herein by reference.                 -

               (vi) Long Term Stock Incentive Plan,
                    included as Exhibit 2 to the 
                    March 24, 1995 Proxy Statement is
                    incorporated herein by reference.                 -

              (vii) 1995 Nonemployee Directors Stock
                    Option Plan, included as Exhibit 3
                    to the March 24, 1995 Proxy Statement
                    is incorporated herein by reference.              -

             (viii) Jefferson-Pilot Life Insurance 
                    Company Supplemental Benefit Plan 
                    and Executive Special Supplemental
                    Benefit Plan was included in Form 10-K
                    for the year ended December 31, 1994, 
                    and is incorporated herein by reference.          -






                                    F-20
<PAGE>




               (ix) Management Incentive Compensation
                    Plan for Jefferson-Pilot Corporation
                    and its insurance subsidiaries.              F-23 - F-24 

                (x) Deferred Fee Plan for Non-Employee
                    Directors was included in Form 10-K
                    for the year ended December 31, 1994,
                    and is incorporated herein by reference.          -     


   (11)     Computation of Per Share Earnings
            (Provided as part of the electronic filing).             F-25 


   (21)      Subsidiaries of the Registrant
             (Provided as part of the electronic filing.)        F-26 - F-27


   (23)      Accountants' Consents  (Provided as part of
             the electronic filing.)                             F-28 - F-29

   (27)      Financial Data Schedule  (Provided as part
             of the electronic filing.)                              F-30

































                                    F-21
<PAGE>