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, 1996                                         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         910-691-3691

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
  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. (x)

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, 1997.

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

               Class                          Outstanding at March 1, 1997
Common Stock (Par Value $1.25 per share)              70,758,426

DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held May 5, 1997 are incorporated by reference into Part III and Exhibit 13
which excerpts pages 21 through 62 of the annual shareholders report for the
year ended December 31, 1996 are incorporated by reference into Part II.
<PAGE>
                             TABLE OF CONTENTS




Part I                                                          -Page-

Item 1.     Business                                             I-1
Item 2.     Properties                                           I-6
Item 3.     Legal Proceedings                                    I-7
Item 4.     Submission of Matters to a Vote
              of Security Holders                                I-7-I-8


Part II

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

Part III

Item 10.    Directors and Executive Officers of
              the 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 -IV-3

<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, which are wholly-owned, are Jefferson-Pilot Life Insurance
Company, 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.

      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 Houshold International, Inc (HI).  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 effective October 1, 1995.  AH Life 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 business written in conjunction with the lending activities of
Household, were 100% reinsured with affiliates of HI on a coinsurance basis. On
September 30, 1996, the Company recaptured a portion of the reinsured block of
business from HI.  This transaction was completed by HI transferring
approximately $463 million in assets and reserves of $489 million to "AH
Michigan," a newly formed insurance subsidiary of AH Life.


     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 $872 million were transferred
to JP Life, and JP Life assumed liabilities with aggregate fair value of $1.096
billion.  On November 30, 1996 the Company completed the KCL transaction by
assuming approximately 4,000 additional policies.  The Company established
additional reserves of $112 million on these policies, released $78 million
liability established in 1995 and recorded an additional $40 million as deferred
policy acquisition costs.

    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
                                    I-1
<PAGE>
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 Registrants
Consolidated Financial Statements.

     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.


     During 1996 Jefferson-Pilot Communications Company acquired two additional
FM radio stations in San Diego, CA, and in early 1997 it acquired an additional
FM station in Denver.

     On February 23, 1997, Jefferson-Pilot Corporation ("JP Corp") signed a
definitive agreement to acquire all outstanding shares of Chubb Life Insurance
Company of America ("Chubb Life"), a New Hampshire Corporation, from The Chubb
Corporation ("Seller").

Chubb Life's life insurance operations, principally universal life, variable
universal life and term insurance, are conducted nationwide through Chubb Life
and its life insurance subsidiaries, Chubb Colonial Life Insurance Company, a
New Jersey corporation, and Chubb Sovereign Life Insurance Company, a New
Hampshire corporation.  Chubb Life's other subsidiaries include Chubb Securities
Corporation, a full service NASD registered broker dealer.

The Stock Purchase Agreement provides for a purchase price of $875 million,
subject to certain potential adjustments, which are not expected to be material.
Seller has committed to, among other things, maintain a minimum adjusted
statutory capital and surplus of Chubb Life's life insurance operations.
Closing will occur as soon as regulatory approvals are obtained and is expected
to occur in the second quarter.

A dividend of up to $100 million may be paid by Chubb Life to Seller prior to
closing.  A portion or all of the funds would be provided through dividends from
Chubb Life's insurance subsidiaries.  Any such dividend from Chubb Life, if all
necessary approvals are obtained from state insurance regulators for such
dividends, would reduce the purchase price by the amount of such dividend.

JP Corp expects to finance the purchase primarily through internally available
resources, with approximately 75-80% from liquidation of invested assets, a
securities issuance similar to JP Corp's outstanding 7.25% Automatic Common
Exchange Securities Due January 21, 2000 (as to which the underlying securities
may include NationsBank Corporation and/or other common stocks), and proceeds
from the recently issued 8.14% Capital Securities, Series A.  The balance is
expected to be funded from a combination of borrowings and a further issue of
Capital Securities.  In excess of $200 million of the after tax proceeds will
come from the sale of securities which are currently held by Jefferson-Pilot
Life Insurance Company, which is applying for approval from the North Carolina
Department of Insurance to pay an extraordinary dividend to JP Corp.

                                   I-2
<PAGE>

The parties to the Stock Purchase Agreement have committed to negotiate in good
faith to develop and enter into a mutually beneficial marketing arrangement that
would make available to JP Corp affiliates the property and casualty agency
distribution and certain bank distribution channels of Seller.  These channels
have historically generated approximately 20% of Chubb Life's total production,
with the remainder generated principally by independent agents.

Synergies available from the acquisition are expected to result, when fully
realized over the next two or three years, in annual expense reductions
throughout the combined organization of $40 million (pre-tax).  Although the
acquisition is not expected to have any significant effect on 1997 results, JP
Corp anticipates that the transaction will be accretive to earnings per share by
at least 8% when full synergies from both expense reductions and revenue
improvements are achieved net of related financing costs.

It is anticipated that a major base of operations for Chubb Life will be
retained in Concord, New Hampshire.

     (b)  Financial Information About Industry Segments
     Industry segment information is presented in Note 15, Segment Information
of the Notes to Consolidated Financial Statements, which is incorporated by
reference 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, 1996, 1995, and 1994 are as follows (in
millions):
<TABLE>
<S>                            <C>              <C>           <C>
                                   1996            1995           1994
Life insurance segment:
  Individual life and annuity
    premiums                      $ 179           $ 150           $ 104
  Group life premiums                70              68              69
  Interest-sensitive product
    considerations                  310             160              69
  Other considerations               28              21              14
Life premiums and other
    considerations                $ 587           $ 399           $ 256

Accident and health premiums        407             411             399
                                  $ 994           $ 810           $ 655
Communications segment:
  Broadcast and media services
    revenue                       $ 187           $ 164           $ 173
</TABLE>

      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, a North Carolina insurance company,
commenced business operations in 1903.  It is authorized to write insurance in

                                      I-3
<PAGE>
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 insurance policies.  Accident and health insurance is also
written on an individual basis.

     AH Life commenced business in 1977.  It is authorized to write insurance in
49 states, the District of Columbia and Canada.  This company is primarily
engaged in writing annuity and universal life policies.

     FAHL began business operations in 1987, and was acquired as of October 1,
1995.  It is authorized to write business in New York only 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, 1996, approximately 3.33% 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 and PPGA'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 substantially all of their accident and health policies on a group
basis.
Group insurance is generally issued to employers covering their employees and to
associations covering their members.

Other Information Regarding Insurance Company Subsidiaries

     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, the approval of dividends 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-4
<PAGE>
     Various states, including North Carolina, Michigan and New York, 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.  In many instances, these statutes require prior approval by state
insurance regulators of 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 participating 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. Various proposals for changes
have been made, some of which could adversely affect the taxation of certain
products, and thus impact their marketing and the volume of policies
surrendered.

     Employees.  As of December 31, 1996, the insurance subsidiaries of the
Registrant employed approximately 2,700 agents and employees and held
contracts with an additional 14,000 IMO agents and 9,000 PPGA's.

                    COMMUNICATIONS COMPANY SUBSIDIARIES

     Jefferson-Pilot Communications Company (JPCC) 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
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.
                                  I-5
<PAGE>
Radio Operations

     JPCC owns and operates one AM and one FM station in Atlanta, GA, one AM
and two FM stations in Charlotte, NC, two AM and three FM stations in Denver,
CO, one AM and two FM stations in Miami, FL and one AM and 3 FM stations in
San Diego, CA.

Other Information Regarding Communications Companies

     Competition.  The radio and television stations 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.  JPCC's other divisions compete with other vendors of similar products
and services.

     Employees.  As of December 31, 1996, JPCC 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.  All necessary
renewal applications have been timely filed, and renewals are expected in due
course.

     (d) Foreign Operations

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

Item 2.  Properties

     Registrant utilizes space and personnel of Jefferson-Pilot 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.

                                      I-6
<PAGE>

     AH Life owns an office building in Farmington Hills, Michigan, which is
used as its home office.

     JPCC owns its three television studios and office buildings, owns most of
its radio studios and offices, and owns or leases radio towers.

Item 3.  Legal Proceedings

     JP Life 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 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.  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 its position.

     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,
but could have a material adverse effect on the results of operations for a
specific period.

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

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
the Registrant 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, Georgia US, having last served as President
and CEO of Life Insurance Company of Georgia and Southland Life Insurance
Company, and President of Georgia US.

     Dennis R. Glass, Senior Vice President, Chief Financial Officer and
Treasurer, joined the Registrant in October 1993.  From 1991 to October 1993,

                                  I-7
<PAGE>
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 the
Registrant in January 1993.  From 1989 through 1992, he was associated with
Southland Life Insurance Company and its parent, Georgia US, last serving as
President and Chief Operating Officer of Southland Life, and Executive Vice
President of Georgia US.  E. Jay Yelton, Senior Vice President - Investments,
joined the Registrant 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 the Registrant 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 of the Registrant and
President of JPCC, and C. Randolph Ferguson,Senior Vice President of the
Registrant and Executive Vice President - Group of JP Life, have served in
various executive capacities with JPC 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-8
<PAGE>
                                    PART II

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

     The Common Stock Market Prices and Dividends on pages 21 and 22 of the
annual shareholder report for the year ended December 31, 1996, an excerpt of
which is included in Exhibit 13, are incorporated by reference in response to
this item.

Dividends to the Registrant from its insurance subsidiaries are subject to
state regulation, as more fully described in the Management Discussion and
Analysis incorporated by reference in Item 7.

Item 6.  Selected Financial Data

The Selected Financial Data on pages 21 and 22 of the annual shareholder
report for the year ended December 31, 1996, an excerpt of which is included in
Exhibit 13, is incorporated by reference in response to this item.

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 on pages 25 through 36 of the annual shareholder report for the
year ended December 31, 1996, an excerpt of which appears in Exhibit 13, is
incorporated by reference in response to this item.



Item 8.  Financial Statements and Supplementary Data

The report of independent auditors and the consolidated financial statements
included on pages 37 through 62 of the annual shareholder report for the year
ended December 31, 1996, an excerpt of which appears in Exhibit 13, are
incorporated by reference in response to this item.

The Quarterly Results of Operations on page 24 of the annual shareholder
report for the year ended December 31, 1996, an excerpt of which appears in
Exhibit 13, are incorporated by reference in response to this item.












                                  II-1
<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's filed for February 12, 1996 and its
definitive proxy statement for the 1997 annual meeting.































                                    II-2
<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 5, 1997 (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 the absence of any 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)  Financial Statements -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)  No Form 8-K was filed in the fourth quarter 1996. A form 8-K was
          filed for February 23, 1997, to report the agreement to acquire
          Chubb Life Insurance Company of America.

     (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 (filed March 23, 1970) and 2-56410 (filed May 12, 1976)
and 33-30530 (filed August 15, 1989), 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/
                            (NAME AND TITLE)  David A. Stonecipher
                                              President and Director
                                              (Also signing as Principal
                                               Executive Officer)
                            DATE              March 29, 1997


     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/
(NAME AND TITLE)     Dennis R. Glass
                     Senior Vice President and Treasurer
                     (Principal Financial Officer)
DATE                 March 29, 1997



BY (SIGNATURE)       /S/
(NAME AND TITLE)     Reggie D. Adamson
                     Senior Vice President, Finance
                     (Principal Accounting Officer)
DATE                 March 29, 1997



BY (SIGNATURE)       *
(NAME AND TITLE)     William E. Blackwell, Director
DATE                 March 29, 1997



BY (SIGNATURE)       *
(NAME AND TITLE)     Edwin B. Borden, Director
DATE                 March 29, 1997



                                IV-2
<PAGE>
                                 SIGNATURES
                                (continued)


BY (SIGNATURE)       *
(NAME AND TITLE)     William H. Cunningham, Director
DATE                 March 29, 1997


BY (SIGNATURE)       /S/
(NAME AND TITLE)     C. Randolph Ferguson, Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     Robert G. Greer, Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     George W. Henderson, III
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     Hugh L. McColl, Jr., Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     E. S. Melvin, Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     William P. Payne, Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     Donald S. Russell, Jr., Director
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     Robert H. Spilman, Chairman
DATE                 March 29, 1997


BY (SIGNATURE)       *
(NAME AND TITLE)     Martha A. Walls, Director
DATE                 March 29, 1997


*  By  /S/
       Robert A. Reed
       Attorney in fact


                                    IV-3
<PAGE>

Form 10-K - - Item 14(a)(1) and (2) and (d)
Jefferson-Pilot Corporation and Subsidiaries

      List of Financial Statements and Financial Statement Schedules

The following consolidated financial statements of Jefferson-Pilot Corporation
and subsidiaries, included in the annual report	of the registrant to its
shareholders for the year ended December 31, 1996, are incorporated by

             Consolidated Balance Sheet - December 31, 1996 and 1995

             Consolidated Statements of Income - Years Ended December 31, 1996,
             1995 and 1994

             Consolidated Statements of Shareholders' Equity - Years Ended
             December 31, 1996, 1995 and 1994

             Consolidated Statements of Cash Flows - Years Ended December 31,
             1996, 1995 and 1994

             Notes to Consolidated Financial Statements - December 31, 1996

The following consolidated financial statement schedules of Jefferson-Pilot
Corporation and subsidiaries are included in Item 14(d).

  Schedule I   - Summary of Investments - Other Than
                 Investments in Related Parties                      F-1
  Schedule II  - Financial Statements of Jefferson-Pilot
                Corporation:
  Condensed Balance Sheets as of December  31, 1996 and 1995         F-2
  Condensed Statements of Income for the Years Ended
  December 31, 1996, 1995 and 1994                                   F-3
  Condensed Statements of Cash Flows for the Years
  Ended December 31, 1996, 1995 and 1994                             F-4
  Notes to Condensed Financial Statements                            F-5

  Schedule III  - Supplementary Insurance Information                F-6
  Schedule IV  - Reinsurance                                         F-7

  Schedule V   - Valuation and Qualifying Accounts                   F-8

  Report of Independent Public Accountant Auditing
    Significant Subsidiary                                           F-9

  List and Index of Exhibits                                     F-10 - F-12

All other schedules required by Article 7 of Regulation S-X are not required
under the related instructions or are inapplicable and therefore have been
omitted.







                                    F-0

<PAGE>






Jefferson-Pilot Corporation and Subsidiaries
Schedule I - Summary of Investments -
Other than Investments in Related Parties
December 31, 1996
In millions
<TABLE>
<S>                                               <C>       <C>     <C>
Column A                                          Column B  Column C Column D

                                                                     Amount
                                                                    at Which
                                                                   Shown in the
                                                                   Consolidated
Type of Investment                                 Cost (a) Value  Balance Sheet

Debt securities:
 Bonds and other debt instruments:
  United States Treasury obligations
   and direct obligations of U. S.
   Government agencies                            $  384  $  400   $  400
    Federal agency issued collateralized
      mortgage obligations                         2,052   2,059    2,059
    Obligations of states, municipalities
      and political subdivisions (b)                 183     182      182
    Obligations of public utilities (b)            1,332   1,342    1,341
    Corporate obligations (b)                      5,586   5,629    5,604
    Corporate private-labeled
      collateralized mortgage obligations            893     913      913
  Redeemable preferred stocks                         54      51       51
         Total debt securities                  $ 10,484 $10,576 $ 10,550

Equity securities:
  Common stocks:
    Public utilities                            $     93 $   213 $    213
    Banks, trust and insurance companies               4      95       95
    Industrial and all other                         100     597      597
  Nonredeemable preferred stocks                      22      24       24
         Total equity securities                     219     929      929
Mortgage loans on real estate (c)                  1,350            1,323
Real estate acquired by foreclosure (c)                3                3
Other real estate held for investment                 72               72
Policy loans                                       1,212            1,212
Other long-term investments                           54               54
         Total investments                      $ 13,394         $ 14,143


</TABLE>



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.


                                         F-1
<PAGE>










Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Balance Sheets of Jefferson-Pilot Corporation
December 31, 1996 and 1995
In millions (except share information)
<TABLE>
<S>                                                    <C>               <C>
ASSETS                                                  1996               1995

Cash and investments :
  Cash and cash equivalents                   $            9           $       3
  Debt securities available for sale                      12                  13
  Equity securities available for sale                    53                  54
  Investment in subsidiaries                           2,689               2,549
  Other investments                                        2                   2
        Total cash and investments                     2,765               2,621
  Due from subsidiaries                                    3                   -
  Other assets                                            18                  17

                                              $        2,786            $  2,638

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Notes payable, bank                         $          222            $   230
  Notes payable, ACES                                    148                132
  Notes payable, subsidiaries                             81                 68
  Payables and accruals                                    6                  4
  Due to subsidiaries                                     -                   7
  Dividends payable                                       25                 23
  Income taxes payable                                    (1)                 4
  Deferred income tax liabilities                          8                 14
   Total liabilities                                     489                482
Commitments & contingent liabilities
Stockholders' equity :
  Common stock, par value $1.25 per share,
    authorized 1996:- 350,000,000;
    1995 - 150,000,000 shares;
    issued: 1996 - 70,746,233 shares;
    1995 - 71,213,162 shares                              88                 89
Retained earnings, including equity in
  undistributed net income of subsidiaries
  1996 - $1,473; 1995 - $1,315                         1,708              1,542
Net unrealized gains on securities available
  for sale, less deferred income taxes 1996 -
  $263; 1995 - $279                                      501                 525

        Total stockholders' equity                     2,297               2,156

                                                  $    2,786        $      2,638
</TABLE>
See Notes to Condensed Financial Statements.

                                                  F-2
<PAGE>



Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Income of Jefferson-Pilot Corporation
Years Ended December 31, 1996, 1995 and 1994
In millions
<TABLE>
<S>                                                  <C>            <C>          <C>
                                                      1996           1995          1994

Income:
  Dividends from continuing subsidiaries:
    Jefferson-Pilot Life Insurance Company         $   120      $    169       $    95
    Jefferson-Pilot Communications Company              23            15             4
    Other subsidiaries                                  13            22             4
                                                       156           206           103
  Dividends from discontinued subsidiaries:
    Jefferson-Pilot Fire & Casualty Company             -             76             5
    Jefferson-Pilot Title Insurance Company             -             -             20
                                                        -             76            25
  Other investment income, including interest
    from subsidiaries, net                               3             1            13
  Realized investment gains                              2             -            21
            Total income                               161           283           162

Financing Costs                                         24             8             2
Other  Expenses                                         20             3            11
            Income before income taxes and
            equity in undistributed net
            income of subsidiaries                     117           272           149
Income taxes (benefits)                                (15)           (4)            8
            Income before equity in
            undistributed net income of
            subsidiaries                               132           276           141
Equity in undistributed net income of
  continuing subsidiaries:
    Jefferson-Pilot Life Insurance Company              80            32           100
    Alexander Hamilton Life Insurance Company           60            18             -
    Jefferson-Pilot Communications Company               5             7            15
    Other subsidiaries, net                             14            (9)           (1)
                                                       159            48           114
Equity in undistributed net income of
  discontinued subsidiaries:
    Jefferson-Pilot Fire & Casualty
      Company, reflects special
      dividend of $76 in 1995                           -            (51)            2
    Jefferson-Pilot Title Insurance
      Company, reflects special
      dividend of $19 in 1994                           -             -            (18)
                                                        -            (51)          (16)
Net income available to common shareholders       $    291      $    273       $   239
</TABLE>

See Notes to Condensed Financial Statements.

                                                  F-3
<PAGE>
<PAGE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule II - Condensed Statements of Cash Flows of Jefferson-Pilot Corporation
Years Ended December 31, 1996, 1995 and 1994
In millions
<TABLE>
<S>                                            <C>           <C>        <C>
                                                1996          1995       1994

Cash Flows from Operating Activities
  Net income                                  $  291      $   273    $    239
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Equity in undistributed net income
      of subsidiaries                           (159)           3         (98)
    Noncash dividends received from
      subsidiaries                                 -         (144)        (18)
    Realized investment gains                     (2)          -          (21)
    Change in accrued items and other
      adjustments, net                           (13)          17          12
         Net cash provided by operating
         activities                              117          149         114
Cash Flows from Investing Activities
    Sales of short-term investments, net          -             -           3
    Purchases of investments                      (4)        (264)          -
    Proceeds from sales of investments             6          404          22
    Acquisition of Alexander Hamilton Life
     Insurance Company                            -          (527)          -
    Other investments in (returns from)
    subsidiaries                                 7            (12)          -
    Collection of notes receivable						         -              -          16
    Other, net                                    -            (7)         (2)
         Net cash provided by (used in)
         investing activities                      9         (406)         39
Cash Flows from Financing Activities
  Cash dividends                                 (99)         (89)        (82)
  Common stock reacquired                        (25)         (52)        (56)
  Proceeds from external borrowings               -           526           -
  Repayments of external borrowings               (8)        (194)        (10)
  Borrowings from subsidiaries, net               12           69           -
  Other                                           -            (2)         (3)
         Net cash (used in) provided
         by financing activities                (120)         258        (151)
         Net increase in
         cash and cash equivalents                 6            1           2
Cash and cash equivalents:
  Beginning                                        3            2           -
  Ending                                         $ 9          $ 3         $ 2

</TABLE>
See Notes to Condensed Financial Statements.

                                                           F-4
<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 incorporated
by reference in Form 10-K for the year ended December 31, 1996.


Additional information about(1) accounting policies pertaining to
investments and other significant accounting policies applied by
the Company and its subsidiaries, (2) debt and (3) commitments
and contingent liabilities are as set forth in Notes 1,7 and 17,
respectively, to the consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries which are incorporated by reference
in Form 10-K for the year ended December 31, 1996.



                                                               F-5

<PAGE>
Jefferson-Pilot Corporation and Subsidiaries
Schedule III - Supplementary Insurance Information For the Years Indicated
In millions
<TABLE>
<S>                      <C>              <C>                <C>              <C>                  <C>
   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 Premiums
                       Value of    Policyholder   Premiums Claims and  Premiums
                     Business      Contract    Collected   Benefits    and Other
   Segment           Acquired      Deposits     in Advance  Payable (b)Considers


As of or Year Ended
    December 31, 1996
Life insurance        $934        $13,082          $40        $497       $994

As of or Year Ended
    December 31, 1995
Life insurance        $835        $12,234          $34       $454        $810

As of or Year Ended
  December 31, 1994
Life insurance        $323        $ 3,125          $23       $415        $655
Discontinued
  operations (a)         6             -            -          71
     Total            $329        $ 3,125          $23       $486

</TABLE>

<TABLE>
<S>                  <C>          <C>        <C>         <C>
   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   Business    Operating
Segment             Income       Expenses     Acquired    Expenses (c)

As of or Year Ended
  December 31, 1996
Life insurance       $ 897        $1,211        $115           $ 189
Communications       $   1           -            -            $ 144
Corporate and other  $  (5)          -            -            $  23

As of or Year Ended
  December 31, 1995
Life insurance       $ 528        $  842        $ 54           $ 151
Communications       $  (2)          -             -           $ 124
Corporate and other  $  17           -             -           $  16

As of or Year Ended
  December 31, 1994
Life insurance        $ 365       $  628         $ 22           $ 121
Communications        $  (2)           -            -           $ 133
Corporate and other   $  12            -            -           $  17


</TABLE>

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 $55 in 1996, $38
    in 1995,and $23 in 1994.


                                                         F-6

<PAGE>

Jefferson-Pilot Corporation and Subsidiaries
Schedule IV - Reinsurance For the Years Indicated
In millions
<TABLE>
<S>                  <C>              <C>          <C>       <C>       <C>
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)

Year Ended Dec 31, 1996:
Life ins in force
at end of year        $ 109,407       $  30,486    $   50   $  78,971       0.1%

Premiums:  (a)        $   1,156       $     312    $    2   $     846       0.2%


Year Ended December 31, 1995:
  Life insurance in force
    at end of year    $ 111,383       $  32,860    $   58   $  78,581       0.1%

Premiums:  (a)        $     804       $      62    $    1   $     743       0.1%


Year Ended December 31, 1994:
  Life insurance in force
    at end of year    $  45,049       $   2,739    $   10    $  42,320      -

Premiums:  (a)        $     632       $      15    $    -    $     617      -

</TABLE>



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-7
<PAGE>


Jefferson-Pilot Corporation and Subsidiaries
Schedule V - Valuation and Qualifying Accounts December 31, 1996
In millions
<TABLE>
<S>               <C>            <C>         <C>           <C>       <C>
Column A          Column B                 Column C         Column D  Column E
                                           Additions


                                  Charged to
                    Balance at     Realized                           Balance at
                     Beginning    Investment   Charge to                End
Description          of Period      Gains     Other Accounts Deductionsof Period

  Valuation allowance
    for mortgage loans
    on real estate         $  27    $   -     $  -         $   -       $   27

1995:
  Valuation allowance
    for mortgage loans
    on real estate         $   2    $   25    $  -         $   -       $   27

1994:
  Valuation allowance
    for mortgage loans
    on real estate         $   2    $    -    $  -         $   -       $    2

</TABLE>




                                                         F-8

<PAGE>



                 Report of Independent Public Accountants


To Alexander Hamilton Life Insurance Company of America:


We have audited the 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 herein).  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
  March 26, 1997





                                    F-9
<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.                                 -

               (ii) 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
                    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.        -

              (iii) Stock Purchase Agreement dated as of February 23,
                    1997 between Jefferson-Pilot Corporation and The
                    Chubb Corporation  (confidential treatment requested with
                    respect to certain portions thereof).  Exhibits and
                    Schedules to the Stock Purchase Agreement are
                    omitted and are being furnished supplementally to the
                    Commission.                               -

    (3)         (i) Articles of Incorporation including
                    amendments thereto that have been
                    approved by shareholders was included
                    in Form 10-Q for the quarter ended
                    March 31, 1996, 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, and Amendment No. 1 thereto dated

				    F-10
<PAGE>

                    August 29, 1996, are 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 and
                    Amendment No. 1 to the Commission upon request.        -

        (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,was included in
                    Form 10K for the year ended December 31, 1995, and is
                    incorporated herein by reference.
                                                                           -

              (iii) Employment contract between the
                    Registrant and John D. Hopkins,
                    an executive officer of the Registrant,
                    effective April 19, 1996 was included
                    in Form 10-Q for the first quarter of  1996
                    and is incorporated herein by reference.                -

               (iv) Employment contract between the
                    Registrant and E.J. Yelton,
                    an executive officer of the Registrant,
                    effective October 18, 1996.                          F-13

                (v) Employment contract between the
                    Registrant and Dennis R. Glass,
                    an executive officer of the Registrant,
                    effective October 18, 1996.                          F-14

               (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 1994, and is incorporated herein by
                    reference.                                        -
               (ix) Management Incentive Compensation
                    Plan for Jefferson-Pilot Corporation
                    and its insurance subsidiaries was
                    included in Form 10-K for 1995 and is
<PAGE>                          F-11

                    incorporated herein by reference.                     -

                (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-15


   (13)     Annual Report to Security Holders
            (Excerpt of material contained on pages 21 through 62
             of the Registrant's 1996 Annual Report are provided as
             part of the electronic filing.  Because the printed 1996
             Annual Report is unavailable, we have included the
             electronic excerpt contained in Exhibit 13.)            F-16


   (21)     Subsidiaries of the Registrant
             (Provided as part of the electronic filing.)            F-17


   (23)      Accountants' Consents  (Provided as part of
             the electronic filing.)                             F-18 - F-20

   (24)      Form of Power of Attorney                               F-21

   (27)      Financial Data Schedule  (Provided as part
             of the electronic filing.)                              F-22






                                   F-12

<PAGE>


                                                     EXHIBIT 10
November 1, 1996

Mr. E Jay Yelton
Executive Vice President
Jefferson-Pilot Life Insurance
P.O. Box 21008
Greensboro, NC  27420

Re:  Employment Contract

Dear Jay:

As of October 17, 1996, your three-year employment contract with
Jefferson-Pilot Corporation expires.  This letter will serve as a new
agreement for an additional three-year period beginning October 18, 1996. The
terms and conditions are outlined below.

  1. Title:  Executive Vice President for JP Life and Senior Vice
      President for JP Corporation.

  2. Report/Duties:  You will devote your full time to all investment
activities.

  3. Compensation:
     a.   Base Salary:  Of $310,000 per annum subject to annual review for
increases.
     b.   Annual Bonus:  Consistent with plan for key employees.
     c.   Stock Options:  You will continue to be eligible for annual stock
option recommendations contingent upon satisfactory performance. Options
awarded will usually vest over a three-year period, but will become fully
vested upon completion of the three-year employment period contemplated by
this agreement.

This agreement is subject to final review and approval by the Jefferson-Pilot
Corporation Board Compensation Committee.  If you agree with the above
outlined terms and conditions please sign the original and return it to me at
your earliest convenience.  In consideration of your acceptance of this
agreement, you will be awarded stock options of 7,500 shares as of November
4,1996 which will become immediately vested.

Sincerely,



David A. Stonecipher


I hereby accept the terms outlined above.


/s/ E. Jay Yelton

                                      F-13
<PAGE>



                                                     EXHIBIT 10
November 1, 1996

Mr. Dennis R. Glass
Executive Vice President
Jefferson-Pilot Life Insurance
P.O. Box 21008
Greensboro, NC  27420

Re:  Employment Contract

Dear Dennis:

As of October 17, 1996, your three-year employment contract with
Jefferson-Pilot Corporation expires.  This letter will serve as a new
agreement for an additional three-year period beginning October 18, 1996. The
terms and conditions are outlined below.

  1. Title:  Executive Vice President for JP Life and Senior Vice
      President for JP Corporation.

  2. Report/Duties:  You will devote your full time to all Chief Financial
Officer activities and Annuity and Investment products operations.

  3. Compensation:
     a.   Base Salary:  Of $350,000 per annum (effective January 1, 1997)
subject to annual review for increases.
     b.   Annual Bonus:  Consistent with plan for key employees and long term
incentives as they currently exist.
     c.   Stock Options:  You will continue to be eligible for annual stock
option recommendations contingent upon satisfactory performance. Options
awarded will usually vest over a three-year period, but will become fully
vested upon completion of the three-year employment period contemplated by
this agreement.

This agreement is subject to final review and approval by the Jefferson-Pilot
Corporation Board Compensation Committee.  If you agree with the above
outlined terms and conditions please sign the original and return it to me at
your earliest convenience.  In consideration of your acceptance of this
agreement, you will be awarded stock options of 7,500 shares as of November
4,1996 which will become immediately vested.

Sincerely,



David A. Stonecipher


I hereby accept the terms outlined above.

/s/ Dennis R. Glass





                                F-14
<PAGE>
Exhibit 11 - Statement Re: Computation of Per Share Earnings

<TABLE>
<S>                                                           <C>                   <C>                  <C>
                                             Year Ended December 31,
                                              1996         1995        1994
                                           (In Thousands, except per share data)

Primary
  Average shares outstanding                 71,041       71,694      72,961
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                  319           141          30
  Total                                      71,360        71,835      72,991

  Net Income                               $291,000      $273,000    $239,000


  Per share amount                            $4.08         $3.80       $3.27


Fully Diluted
  Average shares outstanding                 71,041        71,694      72,961
  Net effect of dilutive stock options -
    based on the treasury stock method
    using the year-end market price if
    higher than the average market              312           141          30
  Total                                      71,353        71,835      72,991

  Net Income                               $291,000      $273,000   $ 239,000

  Per share amount                            $4.08         $3.80       $3.27

</TABLE>





                               F-15
<PAGE>

Exhibit 13 - Annual Report to Security Holders

The following is an electronic excerpt from the Registrant's 1996 Annual Report,
consisting of material contained on pages 21 through 62 of that report.  Such
pages include primarily the Registrant's audited financial statements and
independent auditor's report thereon, and managements discussion and analysis
of financial condition and results of operation.

                              F-16
<PAGE>



<TABLE>
<CAPTION>
                                 Revenue by Sources
                    Jefferson-Pilot Corporation and Subsidiaries

(In Millions)
                                        1996      1995      1994      1993      1992
-------------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>       <C>       <C>
Individual life ....................  $  927    $  594    $  410    $  408    $  389
Annuity and investment products ....     456       238       119       104       102
Group insurance ....................     513       513       497       475       475
                                      ------    ------    ------    ------    ------
Life Insurance .....................   1,896     1,345     1,026       987       966
Communications .....................     189       164       173       145       130
Parent and other ...................      (7)       10         9         6         5
Realized investment gains ..........      47        49        61        54        46
                                      ------    ------    ------    ------    ------
Revenues, continuing operations ....   2,125     1,568     1,269     1,192     1,147
Discontinued operations ............      --        36        65        54        56
                                      ------    ------    ------    ------    ------
Total Revenues .....................  $2,125    $1,604    $1,334    $1,246    $1,203
                                      ======    ======    ======    ======    ======
</TABLE>

<TABLE>
<CAPTION>

                                Net Income by Sources
                    Jefferson-Pilot Corporation and Subsidiaries

(In Millions)
                                        1996      1995      1994      1993      1992
-------------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>       <C>      <C>
Individual life ...................   $  155    $  119    $   93    $   91     $  87
Annuity and investment products ...       65        41        31        26        31
Group insurance ...................       25        38        44        41        39
                                      ------    ------    ------    ------    ------
Life Insurance ....................      245       198       168       158       157
Communications ....................       28        22        22        17        14
Parent and other ..................      (10)        2         1        (2)       (6)
Realized investment gains, net
 of taxes .........................       31        34        39        36        30
                                      ------    ------    ------    ------    ------
Net income, continuing operations .      294       256       230       209       195
Discontinued operations ...........       --        18         9        10         8
Dividends on preferred stock ......       (3)       (1)       --        --        --
Accumulated postretirement benefit
 obligation, net ..................       --        --        --      (24)        --
Net Income                            $  291    $  273    $  239    $  195    $  203
                                      ======    ======    ======    ======    ======
</TABLE>

<TABLE>
<CAPTION>
                                         Market Value Per Share of Common Stock
                                              Jefferson-Pilot Corporation

(High and Low Prices by Quarters)

                            1996                1995                1994                1993                1992
------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                 <C>                 <C>                <C>
First Quarter ......  58 1/4 -- 45 1/8    39 3/8 -- 34 3/4    33 3/8 -- 28 7/8    38 5/8 -- 30 3/8    26 1/8 -- 22 1/8
Second Quarter .....  55 5/8 -- 50 1/4    39 1/2 -- 33 7/8    34 1/4 -- 31 1/8    38 1/2 -- 30 5/8    29 3/8 -- 23 5/8
Third Quarter ......  55 1/8 -- 49 7/8    43 3/4 -- 35 7/8    36 3/4 -- 32 1/8    38 5/8 -- 32 3/8    28 5/8 -- 25 5/8
Fourth Quarter .....  59 5/8 -- 51 3/8    48 1/8 -- 42 7/8    36 1/2 -- 33 5/8    36     -- 30 1/2    33     -- 24 3/4
</TABLE>

                                    21
<PAGE>
<TABLE>
<CAPTION>
                                   Summary of Selected Financial Data
                              Jefferson-Pilot Corporation and Subsidiaries

(In Millions Except Share Information)
                                                            1996      1995      1994      1993      1992
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>        <C>       <C>      <C>
Operating income before initial FAS 106
 application and gain from sales of investments:
  Continuing operations ..............................   $   263   $   222    $  191    $  173    $  164
  Discontinued operations ............................        --         2         9         8         7
                                                         -------   -------    ------    ------   -------
Operating income .....................................       263       224       200       181       171

Gain from sales of investments, net of taxes:
  Continuing operations ..............................        31        34        39        36        30
  Discontinued operations ............................        --        16        --         2         2
                                                         -------   -------    ------    ------   -------
Gain from sales of investments .......................        31        50        39        38        32
                                                         -------   -------    ------    ------   -------
Income before initial FAS 106 application ............       294       274       239       219       203
Dividends on preferred stock .........................        (3)       (1)       --        --        --
Initial effect of FAS 106 ............................        --        --        --       (24)       --
                                                         -------   -------    ------    ------   -------
Net income applicable to common shareholders .........   $   291    $  273    $  239    $  195    $  203
                                                         =======    ======    ======    ======    ======

Income per share of common stock:
Operating income before initial FAS 106
 application and gain from sales of investments:
  Continuing operations ..............................   $  3.66    $ 3.09    $ 2.62   $  2.31    $ 2.15
  Discontinued operations ............................        --      0.03      0.13      0.11      0.09
                                                         -------   -------    ------   -------   -------
Operating income .....................................      3.66      3.12      2.75      2.42      2.24
Gain from sales of investments, net of taxes:
  Continuing operations ..............................      0.43      0.46      0.53      0.47      0.40
  Discontinued operations ............................        --      0.23        --      0.02      0.02
                                                         -------   -------    ------   -------   -------
Gain from sales of investments .......................      0.43      0.69      0.53      0.49      0.42
                                                         -------   -------    ------   -------   -------
Income before initial FAS 106 application ............      4.09      3.81      3.28      2.91      2.66
Initial effect of FAS 106 ............................        --        --        --     (0.32)       --
                                                         -------   -------    ------   -------    ------
Net income ...........................................   $  4.09   $  3.81    $ 3.28   $  2.59    $ 2.66
                                                         =======    ======    ======    ======    ======

Cash dividends paid on common stock ..................   $   100   $    88    $   82   $    76    $   66
                                                         =======    ======    ======    ======    ======

Cash dividends paid per common share:
  First quarter ......................................   $   .32   $   .29    $  .26   $   .23    $  .19
  Second quarter .....................................       .36       .32       .29       .26       .23
  Third quarter ......................................       .36       .32       .29       .26       .23
  Fourth quarter .....................................       .36       .32       .29       .26       .23
                                                         -------   -------    ------   -------    ------
     Total ..........................................    $  1.40   $  1.25    $ 1.12   $  1.01    $  .87
                                                         =======    ======    ======    ======    ======

Average common shares outstanding (thousands) ........    71,074    71,694    72,961    75,375    76,426
                                                         =======    ======    ======    ======    ======

Assets ...............................................   $17,562   $16,478    $6,140    $5,641    $5,257
                                                         =======    ======    ======    ======    ======

Debt and mandatorily redeemable preferred stock          $   423   $   417    $   29    $   40    $   --
                                                         =======   =======    ======    ======    ======

Stockholders' equity .................................   $ 2,297   $ 2,156    $1,733    $1,733    $1,668
                                                         =======    ======    ======    ======    ======

Stockholders' equity per share of common stock .......   $ 32.47   $ 30.28    $23.84    $23.36    $22.05
                                                         =======   =======    ======    ======    ======
</TABLE>

Note: 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.


                                    22
<PAGE>
<TABLE>
<CAPTION>

                                       Supplemental Insurance Information
                                  Jefferson-Pilot Corporation and Subsidiaries
(In Millions)
                                                             1996        1995        1994        1993        1992
-----------------------------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>          <C>         <C>        <C>
New Life Insurance Written (Excludes Annuities):
  Ordinary -- life and endowment .....................    $ 5,105     $ 3,929     $ 2,652     $ 1,692     $ 1,353
  Ordinary -- term ...................................      2,914       1,414       1,054         800         814
                                                          -------     -------     -------     -------     -------
  Total individual life ..............................      8,019       5,343       3,706       2,492       2,167
  Group ..............................................      2,725       3,582       3,199       4,621       2,840
                                                          -------     -------     -------     -------     -------
Total new life insurance written .....................    $10,744     $ 8,925     $ 6,905     $ 7,113     $ 5,007
                                                          =======     =======     =======     =======     =======

Life Insurance In Force (Excludes Annuities):
  Ordinary -- life and endowment .....................    $58,244     $58,435     $15,559     $13,882     $13,133
  Ordinary -- term ...................................     13,385      11,511       4,000       3,686       3,606
  Weekly premium .....................................         76          80          83          87          92
                                                          -------     -------     -------     -------     -------
  Total individual life ..............................     71,705      70,026      19,642      17,655      16,831
  Group ..............................................     27,224      26,389      25,417      23,936      24,012
                                                          -------     -------     -------     -------     -------
Total life insurance in force ........................    $98,929     $96,415     $45,059     $41,591     $40,843
                                                          =======     =======     =======     =======     =======

Individual Insurance Premiums (Note):
  First year life ....................................    $   240     $   119     $    43     $    29     $    25
  Renewal and other life .............................        437         263         169         166         162
  Annuity ............................................        607         380         250         175         140
  Accident and health ................................         21          24          28          28          26
                                                          -------     -------     -------     -------     -------
Total individual insurance premiums ..................    $ 1,305     $   786     $   490     $   398      $  353
                                                          =======     =======     =======     =======     =======

Group Insurance Premiums (Note):
  Group life & annuity ...............................    $   114     $    88     $    70     $    64      $   66
  Group A & H ........................................        386         387         371         358         358
  Group A & H equivalents ............................        238         285         307         282         305
                                                          -------     -------     -------     -------     -------
Total group premiums and equivalents .................    $   738     $   760     $   748     $   704      $  729
                                                          =======     =======     =======     =======     =======

Group Net Income by Source:
  Group life and annuity .............................    $    10     $    12     $    10     $    13      $   18
  Group A & H ........................................         15          26          34          28          21
                                                          -------     -------     -------     -------     -------
Total group net income ...............................    $    25     $    38      $   44      $   41      $   39
                                                          =======     =======     =======     =======     =======
</TABLE>

Notes: Premiums are shown on FAS 60 basis. First year life premiums include
universal life single premiums.


                                    23
<PAGE>
<TABLE>
<CAPTION>

                          Management's Presentation of Quarterly Financial Data

                              Jefferson-Pilot Corporation and Subsidiaries

Summarized quarterly financial data (unaudited)                (In Millions Except Per Share Information)

                                                                            1996
---------------------------------------------------------------------------------------------------------
                                                       March           June      September       December
                                                        31              30           30              31
---------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>           <C>
Revenues, including net investment income and
  realized gains on investments ..................    $ 534          $ 529          $ 515          $ 547
Benefits and expenses ............................      428            418            400            436
Provision for income taxes .......................       35             38             40             36
                                                      -----          -----          -----          -----
Income from continuing operations ................       71             73             75             75
Dividends on preferred stock .....................       (1)            (1)            (1)            (1)
Net income available to common stockholders ......    $  70          $  72          $  74          $  74
                                                      -----          -----          -----         ------
Per share of common stock ........................    $ .98          $1.02          $1.04          $1.05
                                                      =====          =====          =====          =====

<CAPTION>

                                                                             1995
---------------------------------------------------------------------------------------------------------
                                                      March           June       September       December
                                                        31             30            30              31
---------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>           <C>
Revenues, including net investment income and
  realized gains on investments ..................     $ 315           $329           $382          $544
Benefits and expenses ............................       238            255            283           413
Provision for income taxes .......................        25             23             34            44
                                                       -----           ----           ----          ----
Income from continuing operations ................        52             51             65            87
Discontinued operations, net of income taxes .....         5             14             --            --
Dividends on preferred stock .....................        --             --             --            (1)
                                                       -----          -----          -----         -----
Net income available to common stockholders ......     $  57          $  65          $  65         $  86
                                                       =====          =====          =====         =====
Per share of common stock ........................     $ .79          $ .90          $ .92         $1.21
                                                       =====          =====          =====         =====
<CAPTION>

                                                                             1994
---------------------------------------------------------------------------------------------------------
                                                       March           June      September       December
                                                         31             30           30              31
---------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>           <C>
Revenues, including net investment income and
  realized gains on investments ...................    $ 307          $ 314          $ 313          $ 335
Benefits and expenses .............................      228            228            226            239
Provision for income taxes ........................       27             30             30             32
                                                       -----          -----          -----          -----
Income from continuing operations .................       52             56             57             64
Discontinued operations, net of income taxes ......        2              2              2              4
                                                       -----          -----          -----          -----
Net income available to common stockholders .......    $  54          $  58          $  59          $  68
                                                       =====          =====          =====          =====
Per share of common stock .........................    $ .74          $ .80          $ .81          $ .93
                                                       =====          =====          =====          =====
</TABLE>

                                          24
<PAGE>

                        Management's Discussion and
         Analysis of Financial Condition and Results of Operations
               Jefferson-Pilot Corporation and Subsidiaries

Management's discussion and analysis of financial condition and results of
operations for the three years ended December 31, 1996 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.  All dollar amounts are in
millions except for per share amounts.  All references to Notes are to
Notes to the Consolidated Financial Statements.


Company Profile

The Company has two business segments: insurance and communications.
Within the insurance segment, JP offers Individual Life Insurance Products,
Annuity and Investment Products, and Group Insurance Products through three
principal subsidiaries, Jefferson-Pilot Life Insurance Company (JP Life),
Alexander Hamilton Life Insurance Company of America (AH Life), and First
Alexander Hamilton Life (FAHL).  Within the communications business
segment, JP operates television broadcasting stations (3) and radio
broadcasting stations (17), and provides sports and entertainment
programming.  These operations are conducted through Jefferson-Pilot
Communications Company (JPCC).
     JP's revenues are derived approximately 89% from Life Insurance (which
consists of 44% from Individual Life Products, 24% from Group Insurance
Products, and 21% from Annuity and Investment Products), 9% from
Communications (3% from television, 3% from radio, and 3% from sports and
entertainment) and 2% from the Parent.  This composition has shifted more
towards Life Insurance in 1996 and 1995 as the result of acquisitions.


Acquisition Summary

JP's acquisition strategy is designed to deploy capital to enhance its core
business growth.  The focus of such acquisitions is to increase
distribution, add product offerings, and provide economies of scale.
     On February 23, 1997, the Company entered into an agreement with The
Chubb Corporation (Chubb) to acquire all outstanding shares of Chubb Life
Insurance Company of America (Chubb Life).  Chubb Life's operations,
principally universal life, variable universal life and term insurance, are
conducted nationwide through Chubb Life and its life insurance
subsidiaries, Chubb Colonial Life Insurance Company and Chubb Sovereign
Life Insurance Company.  Another of Chubb Life's subsidiaries, Chubb
Securities Corporation, is a full service NASD registered broker-dealer.
The Chubb Life acquisition meets JP's strategic acquisition objectives.
     The parties have committed to negotiate in good faith to develop and
enter into a mutually beneficial marketing arrangement that would make
available to JP affiliates the property and casualty agency distribution
channels of Chubb.  These channels have historically generated
approximately 20% of Chubb Life's total production, with the remainder
generated principally by independent agents.
     The purchase price is $875.  Chubb has committed to maintain a minimum
adjusted Statutory capital and surplus of Chubb Life.  Closing is expected
to occur in the second quarter of 1997 as soon as regulatory approvals are
obtained.
     A dividend of up to $100 may be paid by Chubb Life to Chubb prior to
closing.  A portion or all of the funds would be provided through dividends
from Chubb Life's insurance subsidiaries.  Any such dividend from Chubb
Life, if all necessary approvals are obtained from state insurance
regulators for payment there of , would reduce the purchase price by the
amount of such dividend.
     JP expects to finance the purchase primarily through internally
available resources including liquidation of invested assets, which may
include a securities issuance similar to JP's outstanding 7.25% Automatic
Common Exchange Securities Due January 21, 2000 (ACES), and available
proceeds from two recent issues of Capital Securities.  The balance will be
funded from borrowings.  In excess of $200 of the after tax proceeds will
come from the sale of securities which are currently held by JP Life, which
has applied for approval from the North Carolina Department of Insurance to
pay an extraordinary dividend to JP.
     In October 1995, JP acquired AH Life and certain of its affiliates,
including FAHL, a New York stock life insurance company, from a subsidiary
of Household International, Inc. (HI). The acquisition 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 (COLI), and
periodic payment annuities (PPA), were not acquired but were 100% reinsured
back to affiliates of HI through coinsurance agreements.
     On September 30, 1996, the Company recaptured a portion of the PPA
contracts from affiliates of HI.  This recapture was completed through a
reinsurance transfer of  $463.0 in assets to the Company.  The Company
recorded reserves of $489.0 and other assets of $29.0, and issued $3.0 of
mandatorily redeemable preferred stock of one of the Company's life
insurance subsidiaries to HI.
     On May 31, 1995, JP Life 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

                                    25
<PAGE>

JP Life assumed non-cash assets of $932 (excluding deferred acquisition
costs) and recorded liabilities of $1,096.  On November 30, 1996 the
Company completed the KCL transaction by assuming approximately 4,000
additional policies.  The Company established additional reserves of $112
on these policies, released a $78 liability established in 1995 and
recorded an additional $40 as deferred policy acquisition costs.

Results of Operations

JP's consolidated net income available to common stockholders was $290.5,
$273.0 and $239.2 in 1996, 1995 and 1994, respectively.  Net Income
available to common stockholders increased 6.4%, 14.1% and 9.1% in 1996,
1995, and 1994 respectively.  Excluding the results of discontinued
operations from all years, income from continuing operations increased
14.2% in 1996, 10.7% in 1995 and 9.7% in 1994.
     Included in net income are realized investment gains from the sale of
investments.  JP's results before and after realized investment gains were:

                                                  1996      1995      1994
---------------------------------------------------------------------------
Income available to common stockholders
 before realized investment gains:
  Continuing operations ......................   $259.8    $221.3    $191.0
  Discontinued operations ....................      --        2.2       9.2
                                                 ------    ------    ------
Operating income .............................    259.8     223.5     200.2
                                                 ------    ------    ------
Realized investment gains (net of
 applicable income taxes):
  Continuing operations .....................      30.7      33.1      38.9
  Discontinued operations ...................       --       16.4       0.1
                                                 ------    ------    ------
                                                   30.7      49.5      39.0
                                                 ------    ------    ------
Net income available to common stockholders      $290.5    $273.0    $239.2
                                                 ======    ======    ======

Income before investment gains (operating income) increased 16.2%, 11.6%,
and 10.0% in 1996, 1995, and 1994 respectively.
     Investment gains for all three years 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:

                                             1996       1995      1994
---------------------------------------------------------------------------
Common stocks ...........................  $ 39.2     $ 62.9    $ 65.6
Bonds and other debt instruments ........     2.9       (7.0)     (9.5)
Other ...................................     4.5       (7.4)      5.2
                                           ------     ------    ------
Realized Investment Gains, gross ........    46.6       48.5      61.3
Federal and state taxes .................   (15.9)     (15.4)    (22.4)
                                           ------     ------    ------
Realized Investment Gains, net ..........  $ 30.7     $ 33.1    $ 38.9
                                           ======     ======    ======


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

                                             1996        1995        1994
---------------------------------------------------------------------------
Cost of equity securities held .........  $  195.8    $  207.4    $  290.4
Fair value .............................  $  906.3    $  816.6    $  718.0
Amortized cost of "available for sale"
  debt securities ......................  $6,607.2    $6,208.3    $1,692.0
Fair value .............................  $6,672.9    $6,458.2    $1,606.9
                                          ========    ========    ========

     Equity security holdings included approximately 4.2 shares of
NationsBank Corporation common stock,with a cost of $13.3 and a fair value
of $402.1 at December 31, 1996.  The ACES, described later under Capital
Resources and in Note 7, are debt securities exchangeable at maturity for
shares of NationsBank at an exchange rate which permits JP to deliver
1,815,000 shares and discharge indebtedness of $147.9 which protects
against a drop in the share price below $72.50.
     Earnings per common share increased 7.3% in 1996 to $4.09, 16.2% in
1995 to $3.81 and  26.6% in 1994 to $3.28.  Earnings per common share
excluding net realized investment gains increased 17.3% in 1996 to $3.66,
13.5% in 1995 to $3.12 and 13.6% in 1994 to $2.75.  The increase for all
years can be attributed to improved earnings and the impact of share
repurchases.  Earnings per common share from continuing operations improved
15.2% in 1996 to $4.09, 12.7% in 1995 to $3.55, and 13.3% in 1994 to $3.15.
All share and per share amounts shown are adjusted, where appropriate, to
reflect a 50% stock dividend (3-for-2 stock split) in December 1995.
     JP's plan of operations focuses on increasing revenues through
internal expansion and acquisitions.  This plan has contributed to revenue
increases, excluding realized investment gains, of 36.8%, 25.9% and 6.1%
and revenue increases of 35.4%, 23.6% and 6.4%, including realized
investment gains, for the years 1996, 1995 and 1994 respectively.
Excluding acquisitions, revenues increased 3.6%, 5.9% and 6.1% in 1996,
1995 and 1994.

                                    26
<PAGE>

     Premiums, considerations and UL & Investment product charges
(excluding discontinued operations) increased 22.8% in 1996 to $994.4,
23.6% in 1995 to $810.0 and 4.4% in 1994 to $655.3.  Life and annuity
premiums and considerations increased 47.2% in 1996 to $587.2, 55.7% in
1995 to $398.9 and 6.3% in 1994 to $256.2.  In 1996, a 36.8% increase was
accomplished through the Company's acquisition strategy and 10.4% growth
through internal development, versus 37.2% and 18.5% in 1995.  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 development
and growth of multiple distribution systems.  The Annuity and Investment
Products business plan emphasizes growth through multiple distribution
systems, including financial institutions, independent agents, investment
professionals  and broker/dealers.  Accident and health premiums decreased
1.0% in 1996 to $407.2 compared to an increase of 3.0% in 1995 to $411.1
and 3.2% in 1994 to $399.1.  Accident and health premium growth for such
years was modest due to a leveling in the rate of medical inflation in the
most recent two years.
     Revenues from the Communications segment increased 15.3% in 1996 after
declining 4.8% in 1995 (due to the sale of assets of Jefferson-Pilot Data
Services), and increasing 19.0% in 1994.  Without inclusion of this entity
in 1994 operating results, revenues increased 12.0% in 1995.  Growth in all
three years was achieved as a result of acquisitions, market share
increases and a favorable economic environment.
     Total benefits, claims and expenses increased 41.7% in 1996, 28.9% in
1995 and 4.4% in 1994 primarily due to acquisitions.  Excluding
acquisitions, the increases were 7.0%, 7.5%, and 4.4% in 1996, 1995 and
1994 respectively.  Life benefits and credits to policyholder accounts
increased 7.1% in 1996, 13.9% in 1995 and 7.7% in 1994, reflecting the
growth in life business in force.  Accident and health benefits increased
1.6% in 1996, 6.9% in 1995 and 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 7.5% in 1996 and
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 increased 15.4% in 1996,
declined 6.5% 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 stockholders (including
discontinued operations but excluding net realized investment gains)
increased 16.2% in 1996 to $259.8, 11.6% in 1995 to $223.5 and 10.0% in
1994 to $200.2, mainly due to acquisitions.
     Income taxes from continuing operations (excluding net realized
investment gains) increased $23.0 or 20.9% in 1996, $7.7 or 6.6%  in 1995
and $16.8 or 16.7% in 1994.  Effective tax rates were 33.6%, 33.1% and
33.9% in 1996, 1995 and 1994, respectively. 1996's effective tax rate
increased as a result of a reduction in the percentage of tax-favored
investments.  1995's effective tax rate decreased because of recoveries and
reductions of prior years' taxes.


Operating Earnings By Business Segment

Operating income of the Life Insurance and Communications 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:

                                            1996        1995        1994
---------------------------------------------------------------------------
Life Insurance:
  Individual Life Products ..............  $154.7      $118.5      $ 92.4
  Annuity and Investment Products .......    65.4        41.8        31.8
  Group Products ........................    25.0        37.7        44.2
                                           ------      ------      ------
                                            245.1       198.0       168.4
Communications ..........................    28.2        23.6        22.0
Discontinued operations .................      --         2.2         9.3
Other ...................................   (13.5)       (0.3)        0.6
                                           ------      ------      ------
Operating income available to
 common stockholders ....................   259.8       223.5       200.3
Net realized investment gains ...........    30.7        49.5        38.9
                                           ------      ------      ------
Net income available to
 common stockholders ....................  $290.5      $273.0      $239.2
                                           ======      ======      ======

                                    27
<PAGE>


     Operating income from all business segments increased $36.3 or 16.2%
and $23.2 or 11.6% in 1995.  Product lines contributing to the increase
were:

                                                 Increase/(Decrease)
                                            1996        1995        1994
---------------------------------------------------------------------------
Life Insurance:
Individual Life Products .................  $36.2       $26.1       $ 1.7
Annuity and Investment Products ..........   23.6        10.0         5.4
Group Products ...........................  (12.7)       (6.5)        3.1
                                            -----       -----       -----
                                             47.1        29.6        10.2
Communications ...........................    4.6         1.6         4.7
Other ....................................  (13.2)       (0.9)        2.1
                                            -----       -----       -----
Sub-total, before discontinued operations    38.5        30.3        17.0
Discontinued operations ..................   (2.2)       (7.1)        1.3
                                            -----       -----       -----
Total ....................................  $36.3       $23.2       $18.3
                                            =====       =====       =====

Life Insurance

The Life Insurance segment includes Individual Life Products, Annuity and
Investment Products and Group Products.

Individual Life Products
The Individual Life Products 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 and financial institutions.  Operating
results were:
<TABLE>
<CAPTION>
                                             1996      1995      1994      1993      1992
------------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>       <C>      <C>
Premiums and other considerations ........  $463.0    $294.4    $188.9    $184.8    $172.4
Net investment income ....................   464.1     298.9     216.8     218.3     212.5
                                            ------    ------    ------    ------    ------
Total revenues ...........................   927.1     593.3     405.7     403.1     384.9
                                            ------    ------    ------    ------    ------
Policy benefits ..........................   507.3     309.8     211.2     203.0     193.6
Expenses .................................   184.2     107.8      57.3      67.0      71.3
                                            ------    ------    ------    ------    ------
Total benefits and expenses ..............   691.5     417.6     268.5     270.0     264.9
                                            ------    ------    ------    ------    ------
Operating income before income taxes .....   235.6     175.7     137.2     133.1     120.0
Provision for income taxes ...............    80.9      57.2      44.8      42.8      33.7
                                            ------    ------    ------    ------    ------
Operating income .........................  $154.7    $118.5    $ 92.4    $ 90.3    $ 86.3
                                            ======    ======    ======    ======    ======
</TABLE>

     Individual Life operating income improved 30.5% in 1996 and 28.2% in
1995.  As a percentage of total revenues, operating income for Individual
Life Products was 16.7% in 1996 (23.4% without acquisitions), 20.0% in 1995
(23.5% without acquisitions) and 22.8% in 1994.  Results for 1996 and 1995
were favorably influenced by acquisitions, improved mortality and earnings
on increased policyholder contract deposits. Expenses represented 19.9%,
18.2% and 14.1% of total revenues in 1996, 1995 and 1994, respectively. The
increase in 1996 and 1995's expense ratio is attributable to acquisitions.
Without acquisitions, 1996's expense ratio increased to 15.7% compared to
15.2% in 1995.  Effective tax rates were 34.3%, 32.6% and 32.7% for 1996,
1995 and 1994 respectively.  The effective rate increased over 1995 because
of the Company's larger percentage of fully taxable securities in the
investment portfolio.
     Premiums and other considerations increased 57.3% in 1996 , 55.8% in
1995 and 2.2% in 1994.  Increases in 1996 and 1995 reflect the Company's
strategy to achieve growth through new distribution sources as well as
acquisitions.  Without acquisitions, premiums and considerations increased
6.6% in 1996 and 6.2% in 1995.  Policy benefits increased 63.8% in 1996,
46.7% in 1995 (1.6% and (0.5%) without acquisitions, respectively) and 4.0%
in 1994.  Exclusive of acquisitions, death benefits in 1996 were 3.8%
higher than in 1995, which had decreased 1.2% compared to 1994.  Insurance
in force in 1996 increased 2.4% over the prior year compared to 1995's
14.3% increase over 1994.  Expenses increased 70.9% in 1996 versus an 88.1%
increase in 1995 (7.4% and 11.0% without acquisitions respectively) after a
14.5% decline in 1994.  The increases in 1996 and 1995 are primarily
related to acquisitions and growth of existing business.
     Individual premiums and receipts for policyholder accounts were:

                                             1996        1995        1994
---------------------------------------------------------------------------
First year life insurance premiums          $240.6      $119.3      $ 43.3
Renewal and other life insurance premiums    436.9       263.2       169.2
Accident and health                           21.2        24.2        27.6
                                            ------      ------      ------
                                            $698.7      $406.7      $240.1
                                            ======      ======      ======

                                    28
<PAGE>

     First year life insurance premiums grew 101.7% in 1996 and 175.5% in
1995.  Without acquisitions, first year premium receipts were up 81.5% in
1996 and 59.6% in 1995.
     Individual life insurance written (as measured by face amount)
increased 50.0% (7.8% without acquisitions) in 1996 to $8,019 and 44.2% in
1995 to $5,343 (28.5% without acquisitions). The increase was led by gains
from the independent agents of 170.2% (63.1% excluding acquisitions).
Also, the establishment of a bank marketing distribution channel added $25
million to sales, while increases from career agents contributed 4.6%.

Annuity and Investment Products

Annuity and Investment Products include single and flexible premium
deferred annuities, variable annuities and single premium immediate
annuities.  These products are offered through financial institutions,
independent agents, career agents, investment professionals and
broker/dealers.  Operating results were:
<TABLE>
<CAPTION>
                                             1996      1995      1994      1993      1992
------------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>       <C>       <C>
Premiums and other considerations ........  $ 66.5    $ 49.4    $ 14.8    $ 11.3    $ 10.0
Net investment income ....................   385.6     185.9     104.3      92.8      92.0
Other income .............................     4.3       3.0       4.4       4.5       3.7
                                            ------    ------    ------    ------    ------
Total revenues ...........................   456.4     238.3     123.5     108.6     105.7
                                            ------    ------    ------    ------    ------
Policy benefits ..........................   316.6     158.4      63.9      57.6      53.2
Expenses .................................    40.2      17.8      12.3      11.5       9.7
                                            ------    ------    ------    ------    ------
Total benefits and expenses ..............   356.8     176.2      76.2      69.1      62.9
                                            ------    ------    ------    ------    ------
Operating income before income taxes .....    99.6      62.1      47.3      39.5      42.8
Provision for income taxes ...............    34.2      20.3      15.5      12.8      12.1
                                            ------    ------    ------    ------    ------
Operating income .........................  $ 65.4    $ 41.8    $ 31.8    $ 26.7    $ 30.7
                                            ======    ======    ======    ======    ======
</TABLE>

     Operating income improved 56.5% in 1996, 31.4% in 1995, and 18.7% in
1994. Without the AH Life and KCL acquisitions, operating income was 2.0%
higher in 1996 and 5.3% higher in 1995. The increases reflect higher net
investment income due to increased assets under management and increasing
interest rate spreads.  Annuity funds on deposit increased 5.0% to $6,415
in 1996 (8.9% to $1,419 without AH Life and KCL acquisitions) and 464.8% to
$6,111 (20.4% to $1,303 without AH Life and KCL acquisitions) in 1995.
During 1996, the average gross spread on general accounts improved 22 basis
points, increasing from 195 basis points in the first quarter to 217 basis
points in the fourth quarter.  Net investment income grew 107.4% in 1996,
78.2% in 1995 and 12.4% in 1994.  Without the AH Life and KCL acquisitions,
net investment income increased 7.5% in 1996 and 16.4% in 1995.  Fixed
annuity receipts were $556.8, $379.7 and $250.0 in 1996, 1995 and 1994
respectively.
     Benefits and expenses increased 102.5% in 1996, 131.2% in 1995 and
10.3% in 1994. Without the AH Life  and KCL acquisitions, the increases
were 16.9% and 61.2% for 1996 and 1995, respectively.  Effective tax rates
increased slightly year to year due to a lower level of investments held in
tax advantaged securities.  Effective tax rates were 34.3% in 1996, 32.7%
in 1995 and 32.8% in 1994.

Group Products

Group Products provides, primarily in the Southeastern and Southwestern
United States, a wide range of  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:
<TABLE>
<CAPTION>
                                             1996      1995      1994      1993      1992
------------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>       <C>       <C>
Premiums and other considerations ........  $465.0    $466.2    $451.5    $431.5    $432.1
Net investment income ....................    48.0      46.9      44.9      43.4      42.6
Other income .............................     --        --        --         .3        .4
                                            ------    ------    ------    ------    ------
Total revenues ...........................   513.0     513.1     496.4     475.2     475.1
                                            ------    ------    ------    ------    ------
Policy benefits ..........................   387.0     374.2     352.8     341.1     350.3
Expenses .................................    88.4      83.2      78.0      73.8      70.1
                                            ------    ------    ------    ------    ------
Total benefits and expenses ..............   475.4     457.4     430.8     414.9     420.4
                                            ------    ------    ------    ------    ------
Operating income before income taxes .....    37.6      55.7      65.6      60.3      54.7
Provision for income taxes ...............    12.6      18.0      21.4      19.2      15.3
                                            ------    ------    ------    ------    ------
Operating income .........................  $ 25.0    $ 37.7    $ 44.2    $ 41.1    $ 39.4
                                            ======    ======    ======    ======    ======
Premiums and premium equivalents .........  $738.3    $760.3    $748.0    $704.3    $728.8
                                            ======    ======    ======    ======    ======
</TABLE>

     Group Products operating income declined 33.7% in 1996 and 14.7% in
1995 after an increase of 7.5% in 1994.  As a percentage of premiums and
other considerations, operating income for  Group products was 5.4% in
1996, 8.1% in 1995 and 9.8% in 1994. Operating income from Group life and
annuity products declined 13.6% to $10.2 during 1996 due to adverse
mortality versus the 13.5% improvement to $11.8 in 1995 resulting from
improved mortality. Health results fell

                                    29
<PAGE>
43.2% to $14.8 in 1996 compared to 1995's $25.9 which declined 23.4% from
1994.  Health results reflect continued medical inflation and increased
utilization of small dollar health care services such as office visits and
pharmacy and lab tests.  The Company has been investing in a proprietary
preferred provider network in North Carolina.  This statewide network
covers 118 counties in North Carolina, Southern Virginia, and northern
South Carolina, replacing a less competitive rented network in those
regions.  The goal is lower claims costs and administrative expenses.  In
addition, the Company is exploring potential joint ventures with managed
care providers.


Communications

JPCC operates television and radio broadcast properties and produces
syndicated sports and entertainment programming.  Operating results were:
<TABLE>
<CAPTION>
                                             1996      1995      1994      1993      1992
------------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>       <C>       <C>
Communications revenues ..................  $189.4    $164.2    $172.5    $145.0    $129.7
                                            ------    ------    ------    ------    ------
Operating costs ..........................   130.9     113.4     120.8     100.1      93.6
Depreciation and amortization ............     9.3       8.8      10.2      10.9       8.2
General expenses .........................     3.8       3.0       5.3       6.5       3.6
                                            ------    ------    ------    ------    ------
Total expenses ...........................   144.0     125.2     136.3     117.5     105.4
                                            ------    ------    ------    ------    ------
Operating income before income taxes .....    45.4      39.0      36.2      27.5      24.3
Provision for income taxes ...............    17.2      15.4      14.2      10.2      10.1
                                            ------    ------    ------    ------    ------
 Operating income ........................  $ 28.2    $ 23.6    $ 22.0    $ 17.3    $ 14.2
                                            ======    ======    ======    ======    ======
</TABLE>


     Operating income increased 19.5% in 1996, 7.3% in 1995 and 27.2% in
1994.  A strong advertising environment in 1996 contributed to increases in
operating income for all three of JPCC's products. The Olympics and
political advertising contributed to increases at the Company's television
properties.  Acquisition activity within JPCC's existing radio markets
contributed to the increases in radio broadcasting.  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.  In 1994, 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 contributed to the increase.
     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.  Operating income of JPDS of
$1.3 in 1995 and $2.6 in 1994 is included in the Communications segment.
Earnings from the reinvestment of JPDS proceeds are included in the Other
segment for the periods subsequent to the sale.  Operating income for JPDS
is shown in the Other segment for 1996.  Excluding JPDS, operating income
increased 26.5% in 1996 and 14.9% in 1995.
     Revenues increased 15.3% in 1996 after declining 4.8% in 1995 and
increasing 19.0 % in 1994. The radio and sports and entertainment
properties contributed significantly to the 1996 increase, growing by 22.5%
and 33.4%, respectively.  Radio benefited 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 during 1996 and increased collegiate sports revenues.  Television
also grew in 1996 by 4.4%.  This growth was attributable to strong demand
for political advertising, increased network compensation and strong market
growth. 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 benefited 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 most markets, but this
gain was partially offset by a decline in market share in two major markets
due to increased competition.
     Total expenses, as a percentage of revenues, has shown continuous
improvement, decreasing to 76.0%, 76.2% and  79.1% in 1996, 1995 and 1994
respectively. This favorable trend resulted from higher profit margins on
increased revenues.
     Effective tax rates (including both federal and state income taxes) of
37.9% in 1996, 39.5% in 1995, and 39.2% in 1994 were influenced favorably
by refunds of Federal income taxes.

Discontinued Operations and Other

Discontinued Operations

Discontinued operations include the operations of Jefferson-Pilot Fire &
Casualty (JP F&C) and Jefferson-Pilot Title Insurance Company (JP Title).
These subsidiaries formerly comprised the "Other insurance" segment.  In
early 1995, JP sold JP F&C for cash of $55 and recorded a gain on sale of
$16.4.  JP Title was sold during the fourth quarter of 1994 for a small
gain.  Earnings on proceeds from these sales 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
in 1995 as they were only included for a portion of the year, versus $9.3
million in 1994.

Other

Operating results categorized as "Other" include earnings on investments
held in the parent company and passive investment subsidiaries, reduced by
expenses of the Corporation and financing costs most notably those
associated with the debt

                                    30
<PAGE>
incurred to finance acquisitions.  The 1996 decrease reflects twelve months
of acquisition financing costs of $23.3.  1995's improvement was due to
earnings on cash sales proceeds of discontinued operations, offset by
acquisition financing costs of $5.2 for three months.


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.
     Total assets increased $1,084 or 6.6% in 1996 resulting from positive
cash flow from operations, $1,077; increases in net policyholder contract
deposits, $114; increased net borrowings, $40; offset by decreases for
dividend payments, $103; net stock reacquisitions, $21; and other net
decreases $23.
     The Life Insurance segment defers the costs of acquiring new business,
including commissions, certain costs of underwriting and issuing policies
plus agency office expenses.  Such amounts deferred were $669.2 and $543.3
at December 31, 1996 and 1995, an increase of 23.2%.  In 1996 and 1995, the
carrying amount of deferred policy acquisition costs increased $52.1 and
$47.8 for net deferrals and $39.6 and $223.9 related to the KCL assumption
agreement, and increased in 1996 by $34.3 and decreased in 1995 by $51.5
due to changes in unrealized gains and losses.
     Additionally, JP recorded Value of Business Acquired of $324.6 for the
acquisition of AH Life.  This asset represents the actuarially-determined
present value of future gross profits for the businesses acquired,
discounted at a risk-adjusted rate of return and 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 1996  and
1995, the balance was reduced respectively by $26.7 and $7.9 for net
amortization, ($1.0) and $1.2 for realized investment gains on investment
securities, ($23.9) and $24.0 for unrealized (gains)/losses on investment
securities, and in 1996 by a $24.9 purchase accounting adjustment.
     Goodwill (representing the cost of acquired businesses in excess of
fair value of net assets) of $86.6 and $69.2 at December 31, 1996 and 1995
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 3.8% and 3.2% at year end 1996
and 1995.
     Carrying amounts of goodwill, Value of Business Acquired 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
factors. In 1996, goodwill was decreased $7.9 due to purchase accounting
adjustments.
     At December 31, 1996 and 1995, JP had recorded reinsurance receivables
of $1,212.9 and $1,404.3 and policy loans of $878.8 and $828.5 which are
related to the businesses of AH Life that were coinsured with HI affiliates
as described earlier.  HI has provided payment, performance and capital
maintenance guarantees with respect to the balances receivable.  The
reduction in reinsurance receivables was primarily due to the recapture by
JP of a block of  reinsured PPA policies in September 1996.

Capital Resources

Consolidated shareholders' equity was $2,297 and $2,156 at December 31,
1996 and 1995, including net unrealized gains on securities of $501.4 and
$524.7 respectively.
     JP considers existing capital resources to be more than adequate to
support current business activities.  The business plan places priority on
redirecting certain capital resources now invested in bonds and stocks into
its core businesses, which would be expected to produce higher returns over
time.
     Long-term debt was $147.9 and $137.1 at December 31, 1996 and 1995.
In December 1995, JP 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.  At maturity JP will exchange the
ACES into shares of NationsBank Corporation common stock or equivalent
cash, as more particularly described in Note 7.
     In January and March 1997, the Company privately placed $200 of 8.14%
Capital Securities Series A and $100 of 8.285% Capital Securities Series B
(Note 18).  Net proceeds were invested in the interim before closing of the
Chubb Life acquisition, in major part by reducing outstandings under JP's
ongoing commercial paper program.
     Short-term borrowings outstanding consisted of $222.3 and $230.0 in
commercial paper and line of credit borrowings at December 31, 1996 and
1995 respectively.  The weighted average interest rates were 5.53% and
6.04% respectively.  During 1995, JP utilized uncommitted bank lines of
credit to manage parent company cash flows.  In October 1995, JP replaced
these lines with a $450, 364-day unsecured revolving credit agreement.  In
1996 this agreement was reduced to $250, and the Company began issuing
commercial paper notes.  Maximum commercial paper outstanding was $249.8
million during 1996. Short term borrowings peaked at $390 in 1995 and $90
during 1994.
     JP has sold U.S. Treasury obligations under repurchase agreements,
accounted for as financing arrangements.  Proceeds are used to purchase
securities with longer durations as an asset/liability management
strategy.  Maximum outstanding during 1996 and 1995 were $281 and $265.
Securities at year-end were $241 at fair value and $235 at amortized cost
in 1996 and $196 at fair value and $188 at amortized cost for 1995.


                                    31
<PAGE>
     JP's capital adequacy is illustrated by the following table:
<TABLE>
<CAPTION>
                                            1996      1995      1994      1993       1992
------------------------------------------------------------------------------------------
<S>                                       <C>       <C>        <C>       <C>       <C>
Total assets ..........................   $17,562   $16,478    $6,140    $5,641    $5,257
Total stockholders' equity ............   $ 2,297   $ 2,156    $1,733    $1,733    $1,668
Ratio of stockholders' equity to assets      13.1%     13.1%     28.2%     30.7%     31.7%
                                           ======    ======    ======    ======    ======
</TABLE>


     The ratio of capital to assets remained steady in 1996 after declining
in 1995 as a result of acquisitions and internal growth, but will decline
further with the Chubb Life acquisition.
     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) (see Notes 1 and 11).
     The National Association of Insurance Commissioners (NAIC) has adopted
risk-based capital (RBC) levels for life insurers, requiring minimum levels
of statutory capital and surplus based on formulas related to investment
credit risk, insurance risk, interest rate risk and general business risk.
The Company's insurance subsidiaries currently have RBC well above required
levels.
     JP Life and AH Life have been assigned the following claims paying
ratings by the following agencies:

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

     Following the announced acquisition of Chubb Life, A.M. Best, Moody's,
and Duff and Phelps reaffirmed their claims paying ratings for both JP Life
and AH Life.  Standard & Poor's has placed both companies on ratings watch
with negative implications.
     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 the ratios it employs are more
conservative than those prevailing in the life insurance industry.

Liquidity

Liquidity requirements are met primarily by positive cash flows from the
operations of JP Life, AH Life and other consolidated subsidiaries.
Overall sources of liquidity are sufficient to satisfy operating
requirements.
     Consolidated cash provided by operations was $1,076.6, $320.8 and
$142.1 for 1996, 1995 and 1994.  Cash flows provided from increases in
policyholder contract deposits were $114.3, $358.7 and $244.1 in 1996,
1995, and 1994.  Net proceeds from short-term borrowing and securities sold
under repurchase agreements were $39.8, $129.9, and $256.5 (reflecting the
initial repurchase agreements) in 1996, 1995 and 1994.  In 1996, 1995, and
1994 funds were used to purchase net investments of $1,123.9, $720.5, and
$513.9; to pay dividends of $102.8, $89.3, and $81.8; and for the net
repurchase of shares of $21.3, $52.4, and $55.7 in 1996, 1995 and 1994.
     Primary sources of cash from the 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.
     In order to meet the Parent's dividend payments, debt servicing
obligations, and other expenses, internal dividends are received from the
subsidiary companies.  Total internal cash dividends paid to the parent
company from its subsidiaries were $156.1 in 1996, $133.7 in 1995 and
$128.0 in 1994.  JP Life has been the primary source of dividends
contributing $120.0 in 1996, $97.0 in 1995 and $94.5 in 1994. On a
statutory basis, 1996 and 1995 total dividends from JP Life to the parent
company of $120.0 and $423.7 included extraordinary dividends.  1995
dividends included shares in a former JP Life subsidiary, which holds most
of JP's shares in NationsBank.  JP Life and AH Life are subject to North
Carolina and Michigan insurance laws respectively, which limit the amount
of dividends that may be paid without advance regulatory approval.  To fund
its cash flow requirements for 1997 including the Chubb Life acquisition,
approval of extraordinary dividends of approximately $340.0 have been
requested. of which $40.0 was approved and was paid March 3, 1997.
Insurance statutes of  the state of North Carolina limit dividends, which
may be paid without consent of the Insurance Commissioner to the lesser of
statutory earnings or 10% of statutory capital and surplus at the end of
the preceding year.  To meet the Parent's cash

                                    32
<PAGE>
flow requirements, JP Life intends to pay dividends after 1997 which will
not exceed statutory earnings but will require approval as an extraordinary
dividend.  No common stock dividends from AH Life are planned for 1997.
     Cash and short-term investments were $105.1 and $122.5 at December 31,
1996 and 1995.  Additionally, debt and equity securities held by  the
parent company and non-regulated subsidiaries with carrying amounts of
$482.8 and $391.7 at December 31, 1996 and 1995 are considered to be
sources of liquidity to support the Company's strategies.  Approximately
40% of these securities are being sold to finance the Chubb Life
acquisition.  Total trading securities and debt and equity securities
available for sale at December 31, 1996 were $7,601.8.

Investments

JP's strategy for managing the insurance investment portfolio is to
dependably meet pricing assumptions while achieving the highest possible
after-tax returns over the long term. Management requires that credit and
interest rate risks be prudently managed and that sufficient liquidity be
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 are invested primarily in fixed income securities. The
nature and quality of the various types of investments held by insurance
subsidiaries must comply with state regulatory requirements.
     JP held the following carrying amounts of investments:

                                    December 31, 1996     December 31, 1995
---------------------------------------------------------------------------
Publicly-issued bonds ...........   $ 8,249.4    58%       $ 7,845.6    59%
Privately-placed bonds ..........     2,249.2    16          2,081.2    15
Commercial mortgage loans .......     1,323.7     9          1,049.5     8
Common stock ....................       905.3     6            824.9     6
Policy loans ....................     1,211.7     8          1,151.9     9
Preferred stock .................        74.6     1             95.7     1
Real estate .....................        75.1     1             76.6     1
Cash, other invested assets .....       159.4     1            164.2     1
                                    ---------   ---        ---------   ---
Total                               $14,248.4   100%       $13,289.6   100%
                                    =========   ===        =========   ===

     The strategy of identifying market sectors and niches that provide
investment opportunities to meet the portfolios' growth, quality and yield
requirements is expected to result in increasing percentages of private
placements and commercial mortgage loans.
     JP's Investment Policy Statement (Policy) requires an average quality
fixed income portfolio (excluding mortgage loans) of "A" or higher.
Currently, the average quality is "AA", excluding mortgage loans.  The
Policy also imposes limits on the amount of lower quality investments and
requires diversification by issuer and asset type.  The Company monitors
"higher risk" investments for compliance with the Policy 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. The Company has established a reserve to
account for impaired mortgage loans which was $27 for both years.
     Carrying amounts of investments categorized as "higher risk" assets
were:

                                    December 31, 1996    December 31, 1995
---------------------------------------------------------------------------
Bonds near or in default .......   $   12.4    0.1%       $   12.5     0.1%
Bonds below investment grade ...      431.9    3.0           443.1     3.3
Mortgage loans 60 days
 delinquent or in foreclosure ..        8.6    0.1             4.9     0.1
Mortgage loans restructured ....       14.1    0.1            19.0     0.1
Foreclosed properties ..........        2.8     --             4.4      --
                                  ---------   ----       ---------     ---
Sub-total, "higher risk assets"       469.8    3.3           483.9     3.6
All other investments ..........   13,778.6   96.7        12,805.7    96.4
                                  ---------   ----       ---------     ---
Total cash and investments .....  $14,248.4  100.0%      $13,289.6   100.0%
                                  =========  =====       =========   =====

     The level of below investment grade bonds is specifically authorized
by the Finance Committee. JP attempts to identify well structured private
placements offering enhanced yields and public non-investment grade bonds
in the highest tier which have the potential to be upgraded ("crossover
credits").
     The Policy permits the use of derivative financial instruments such as
futures contracts and interest rate swaps in conjunction with specific
direct investments.  The Company uses interest rate swaps to protect
against interest rate fluctuations, to protect against yield curve changes
between identifying and closing mortgage loan and private placement
investments, and to modify the interest characteristics of certain blocks
of annuity contracts.  As in all investments, the Company is exposed to
credit risks when entering into swap agreements.  The Company limits credit
risk by entering into agreements with multiple counterparties having high
credit ratings.  In 1996 and 1995 JP had limited involvement with
derivative financial instruments, using them to manage well-defined
interest rate risks.  Interest rate swaps with a notional value of $253.7
and $125.0 are open as of December 31, 1996 and 1995 respectively.
Termination of these arrangements under


                                    33
<PAGE>
current interest rates would result in potential exposure of $2.5. The net
amount paid or received under these arrangements is reflected as an
adjustment to investment income.
     JP sells call options on selected common stock holdings 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 Policy permits a portfolio up to $50 in trading securities
shares for the primary purpose of writing covered call options to enhance
returns.  Considerations received were $7.2 in 1996 and $10.9 in 1995.
     As discussed in the Liquidity section, securities are sold under
repurchase agreements as an asset/liability management strategy.
     Collateralized Mortgage Obligations (CMO's) were:

                                    December 31, 1996     December 31, 1995
---------------------------------------------------------------------------
Available for sale, at fair value:
Federal agency issued CMO's .........     $2,059.0               $ 1,856.1
Corporate private-labeled CMO's .....        912.5                   640.4
Total ...............................     $2,971.5               $ 2,496.5
                                          ========               =========

     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. 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.
     Net investment income grew 64.5% in 1996 to $893.0 versus 44.7% in
1995 to $542.8 and 4.0% in 1994 to $375.2. In 1996 and 1995, net investment
income grew 14.8% and 6.0% respectively without acquisitions, despite 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:

                                        1996      1995      1994
---------------------------------------------------------------------------
March 31 ...........................    7.81%     8.12%     8.08%
June 30 ............................    7.80      8.05      8.06
September 30 .......................    7.72      7.99      8.03
December 31 ........................    7.82      7.68      8.10

     Growth in investment income was achieved by growth in invested assets
arising from policyholder contract deposits related to universal life and
annuity products, and from acquisitions.  During 1996 and 1995,
policyholder contract deposits (excluding acquisitions) increased 12.8% to
$2,447 in 1996 and 17.5% to $2,169 in 1995.  Annuities increased 9.0% to
$1,420 in 1996 and 20.4% to $1,303 as of December 31, 1995. During 1994,
these deposits increased 17.2% to $1,846, of which annuity funds comprised
$1,081, an increase of 22.0%.  Total policyholder deposits (including
acquisitions) at year end were $11,560, of which $6,415 were annuity funds.

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
liability values to changes in interest rates.  JP monitors the duration of
insurance liabilities compared to the duration of assets backing the
insurance lines. Responsibility for this monitoring lies with JP's
Asset/Liability Management Committee, consisting of Finance, Investment and
Actuarial senior management.  The committee continually monitors and
refines the portfolio with a goal of prudently balancing profitability and
risk both for each insurance line, and in the aggregate.
     Separate asset portfolios have been established for different
insurance products.  Various modeling and analytical systems are employed
in analyzing the lines assets and liabilities. 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. 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 permitted for
non-interest sensitive (traditional) portfolios.  At December 31, 1996 and
1995, 74.0% and 75.4% of life insurance invested assets at amortized cost
were held for interest-sensitive portfolios and 26.0% and 24.6% were held
for traditional portfolios and corporate capital and surplus.

                                    34
<PAGE>
External Trends and Forward Looking Information

JP operates largely in the U. S. Financial Services market, which is
subject to general economic conditions in the U.S.  During 1996 the U.S.
economy showed signs of  improvement and growth evidenced by strong bond
and stock markets and a stronger U.S. dollar. Soft market conditions have
continued to plague the insurance industry.  The industry also is affected
by increased merger and acquisition activity.
     In the face of flat premium growth, the U.S. insurance industry has
experienced an increasing number of mergers, acquisitions, consolidations
and sales of business lines.  These activities have been driven by a need
to reduce costs of distribution and by the need to increase economies of
scale in the face of  growing competition from larger consolidating
traditional insurers, from non-traditional players such as banks,
securities brokers and mutual funds and from HMO's and managed care
providers.  JP has grown at a rate faster than the overall industry because
of acquisitions, its strong financial position, superior claims paying
ratings, and efforts to increase distribution sources.

Inflation and Interest Rate Risks

During 1996, ten year U.S. Treasury rates increased approximately 84 basis
points versus a 224 point decline in 1995.  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 increases in 1996 and declines during 1995 contributed to the
decrease in unrealized gains on securities available for sale, net of
deferred taxes, in 1996 of $23.3 and the increase in 1995 of $294.0.
     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, thereby
prompting policyholders to withdraw funds prematurely (disintermediation
risk).  In a falling interest rate environment, the risk of prepayment on
fixed securities increases, thereby causing funds to be reinvested at lower
yields (prepayment risk).  The Company manages these risks by adjusting
interest crediting rates, at least on an annual basis, to reflect the yield
of its investment portfolio and assumptions for pricing and profitability
and prudently matching assets and liabilities.
     Medical inflation and utilization of medical services affect the
profitability of health products offered through the Individual and Group
distribution systems.  In the event that premium rates are not adequately
adjusted in anticipation of medical trends, profitability of health
insurance products is adversely affected.

Environmental Liabilities

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

Regulatory and Legal Environment

Prescribed or permitted Statutory Accounting Principles (SAP) may vary
between states and between companies.  The (NAIC) is in the process of
codifying SAP to promote standardization of methods, which might result in
changes in statutory accounting practices for the Company.  Such changes
are not expected to impact the Company's statutory capital requirements
significantly.
     Assessments by state guaranty associations are made to cover losses to
policyholders of insolvent or rehabilitated insurance companies.
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 deductions.
     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 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

In October 1995 the FASB issued SFAS 123 "Accounting for Stock-Based
Compensation" which became 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 the 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 the Company's future
statements of net income if the APB 25 method is continued.

                                    35
<PAGE>
The pro forma impact of adopting SFAS 123 is shown below:

                                                      1996           1995
---------------------------------------------------------------------------
Pro forma net income available to
 common stockholders ............................   $288,467       $271,778
Pro forma earnings per share available
 to common stockholders .........................      $4.06          $3.79

Forward-looking information

The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain information contained
herein or in any other written or oral statements made by, or on behalf of
JP are or may be viewed as forward looking.  Although the Company has used
appropriate care in developing any such forward looking information,
forward looking information involves risks and uncertainties that could
significantly impact actual results.  These risks and uncertainties
include, but are not limited to, the matters discussed in "External Trends
and Forwarding Looking Information", and other risks detailed from time to
time in the Company's SEC filings and, more generally, to: general economic
conditions; competitive factors, including pricing pressures, technological
developments, new product offerings and the emergence of new competitors;
interest rate trends and fluctuations; and changes in federal and state
laws and regulations, including, without limitation, changes in financial
services industry or tax laws and regulations.  The Company undertakes no
obligation to publicly update or revise any forward looking statements,
whether as a result of new information, future developments or otherwise.




                                    36
<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 sheet of
Jefferson-Pilot Corporation and subsidiaries as of December 31, 1996, and
the related consolidated statements of income, stockholders' equity and
cash flows for the year then ended.  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 audit.  The consolidated financial statements of Jefferson-Pilot
Corporation and subsidiaries for the years ended December 31, 1995 and 1994
were audited by predecessor auditors, whose report dated February 6, 1996
expressed an unqualified opinion on those statements and included an
explanatory paragraph that related to the change in the Company's method of
accounting for certain investments in debt and equity securities discussed
in Notes 1 and 3 to these financial statements.  The consolidated financial
statements for the year ended December 31, 1995 of Alexander Hamilton Life
Insurance Company of America and subsidiaries were audited by other
auditors whose report was furnished to the predecessor auditors, and the
predecessor auditors' opinion, insofar as it related to the amounts
included for Alexander Hamilton Life Insurance Company of America and
subsidiaries, is based solely on the report of the other auditors.  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.

     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 1996 financial statements referred to above
present fairly, in all material respects, the financial position of
Jefferson-Pilot Corporation and subsidiaries as of December 31, 1996, and
the results of their operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles.


                                                  Ernst & Young LLP
Greensboro, North Carolina
March 14, 1997



                                    37
<PAGE>
                          Consolidated Balance Sheets
                  Jefferson-Pilot Corporation and Subsidiaries
                                                              December 31
                                                          --------------------
(Dollar Amounts in Millions Except Per Share Information)    1996         1995
--------------------------------------------------------------------------------
Assets
Investments:
  Debt securities available for sale, at fair value
  (amortized cost 1996 -- $6,607; 1995 -- $6,208) ......  $ 6,673      $ 6,458

  Debt securities held to maturity, at amortized cost
  (fair value 1996 -- $3,903; 1995 -- $3,649) ..........    3,877        3,527

  Equity securities available for sale, at fair value
  (cost 1996 -- $196; 1995 -- $207) ....................      906          816

  Equity securities trading portfolio, at fair value
  (cost 1996 -- $23; 1995 -- $46) ......................       23           46

  Mortgage loans on real estate ........................    1,323        1,049

  Policy loans .........................................    1,212        1,152

  Real estate ..........................................       75           77

  Other investments ....................................       54           42
                                                          -------      -------
      Total investments ................................   14,143       13,167



Cash and cash equivalents ..............................      105          122
Accrued investment income ..............................      166          157
Accounts receivable and agents' balances ...............       96          101
Due from reinsurers ....................................    1,260        1,450
Property and equipment .................................      112          110
Deferred policy acquisition costs and
  value of business acquired ...........................      934          835
Cost in excess of net assets acquired ..................       86           69
Assets held in separate accounts .......................      492          346
Other assets ...........................................      168          121
                                                          -------      -------
                                                          $17,562      $16,478
                                                          =======      =======

See Notes to Consolidated Financial Statements


                                       38
<PAGE>
                    Consolidated Balance Sheets (continued)
                  Jefferson-Pilot Corporation and Subsidiaries
                                                              December 31
                                                           -------------------
(Dollar Amounts in Millions Except Per Share Information)   1996         1995
--------------------------------------------------------------------------------
Liabilities and Stockholders' Equity

Policy liabilities:
  Future policy benefits ...............................  $ 1,509      $ 1,453
  Policyholder contract deposits .......................   11,573       10,781
  Dividend accumulations and other
    policyholder funds on deposit ......................      181          182
  Policy and contract claims ...........................      226          199
  Dividends for policyholders ..........................       19           19
  Deferred revenue and premiums collected in advance ...       40           34
  Other ................................................       71           54
                                                          -------      -------
      Total policy liabilities .........................   13,619       12,722


Debt:
  Commercial paper and revolving credit borrowings ....       222          230
  Automatic common exchange securities and other debt .       148          137
Securities sold under repurchase agreements ...........       244          196
Currently payable income taxes.........................        --           40
Deferred income tax liabilities .......................       173          215
Liabilities related to separate accounts ..............       492          346
Accounts payable, accruals and other liabilities ......       314          386
                                                          -------      -------
      Total liabilities ...............................    15,212       14,272
                                                          -------      -------

Commitments and contingent liabilities
Mandatorily redeemable preferred stock ................        53           50


Stockholders' equity:
  Common stock, par value $1.25 per share: authorized
    1996 -- 350,000,000 shares; 1995 -- 150,000,000
    shares; issued and  outstanding 1996 -- 70,746,233
    shares; 1995 -- 71,213,162 shares .................        88           89
  Retained earnings ...................................     1,708        1,542
  Net unrealized gains on securities ..................       501          525
                                                          -------      -------
                                                            2,297        2,156
                                                          -------      -------

                                                          $17,562      $16,478
                                                          =======      =======


                                       39
<PAGE>
                       Consolidated Statements of Income
                  Jefferson-Pilot Corporation and Subsidiaries

                                                       Year Ended December 31
(Dollar Amounts in Millions                        ---------------------------
Except Per Share Information)                          1996     1995      1994
--------------------------------------------------------------------------------
Revenue
Premiums and other considerations .................  $  994   $  810    $  655
Net investment income .............................     893      543       375
Realized investment gains .........................      47       48        61
Communications operations .........................     187      164       173
Other .............................................       4        3         5
                                                     ------   ------    ------
Total revenues ....................................   2,125    1,568     1,269
                                                     ------   ------    ------

Benefits and Expenses
Insurance and annuity benefits ....................   1,211      842       628
Insurance commissions .............................     153      109        72
General and administrative ........................     174      134       118
Insurance taxes, licenses and fees ................      39       29        23
Net deferral of policy acquisition costs ..........     (52)     (48)      (41)
Net amortization of value of business acquired ....      26        8        --
Communications operations .........................     131      113       121
                                                     ------   ------    ------
Total benefits and expenses .......................   1,682    1,187       921
                                                     ------   ------    ------

Income from continuing operations
 before income taxes ..............................     443      381       348
Income taxes ......................................     149      125       118
                                                     ------   ------    ------
Income from continuing operations .................     294      256       230
Income from discontinued operations, net of
 income taxes
  Income from operations prior to disposal ........      --        2         9
  Gain on disposal ................................      --       16        --
                                                     ------   ------    ------
                                                         --       18         9
                                                     ------   ------    ------
Net income ........................................     294      274       239
Dividends on mandatorily redeemable preferred stock       3        1        --
                                                     ------   ------    ------
Net income available to common stockholders .......  $  291   $  273    $  239
                                                     ======   ======    ======

Income Per Share of Common Stock
Income from continuing operations available to
  common stockholders ............................   $ 4.09   $ 3.55    $ 3.15
Income from discontinued operations:
  Income from operations prior to disposal .......       --      .03       .13
  Gain on disposal ...............................       --      .23        --
                                                     ------   ------    ------

Net income available to common stockholders ......   $ 4.09   $ 3.81    $ 3.28
                                                     ======   ======    ======

See Notes to Consolidated Financial Statements

                                       40
<PAGE>
<TABLE>
<CAPTION>
                                       Consolidated Statements of Stockholders' Equity
                                        Jefferson-Pilot Corporation and Subsidiaries

                                                                                 Net Unrealized      Net
                                                     Capital in                       Gains      Unrealized        Total
(Dollar Amounts in Millions                 Common    Excess of    Retained         on Equity     Gains on      Stockholders'
  Except Per Share Information)              Stock    Par Value    Earnings        Securities    Securities        Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>       <C>              <C>           <C>              <C>
Balance, January 1, 1994 .................   $62          $--       $1,339           $332          $  --            $ 1,733
  Change in accounting principle
    effective January 1, 1994 ............    --           --           --           (332)           433                101
  Net income .............................    --           --          239             --             --                239
  Common dividends $1.15 per share .......    --           --          (83)            --             --                (83)
  Common stock issued ....................     1            7           --             --             --                  8
  Common stock reacquired ................    (2)          (7)         (54)            --             --                (63)
  Decrease during year ...................    --           --           --             --           (202)              (202)
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 ...............    61           --        1,441             --            231              1,733
  Net income .............................    --           --          274             --             --                274
  Common dividends $1.28 per share .......    --           --          (91)            --             --                (91)
  Preferred dividends ....................    --           --           (1)            --             --                 (1)
  Common stock issued ....................    --            1           --             --             --                  1
  Common stock reacquired ................    (2)          (1)         (51)            --             --                (54)
  Three-for-two common stock split .......    30           --          (30)            --             --                 --
  Increase during year ...................    --           --           --             --            294                294
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 ...............    89           --        1,542             --            525              2,156
  Net income .............................    --           --          294             --             --                294
  Common dividends $1.40 per share .......    --           --         (102)            --             --               (102)
  Preferred dividends ....................    --           --           (3)            --             --                 (3)
  Common stock issued ....................    --            1           --             --             --                  1
  Common stock reacquired ................    (1)          (1)         (23)            --             --                (25)
  Decrease during year ...................    --           --           --             --            (24)               (24)
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 ...............   $88          $--       $1,708          $  --           $501             $2,297
=============================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements


                                    41
<PAGE>
<TABLE>
<CAPTION>

                         Consolidated Statements of Cash Flows
                      Jefferson-Pilot Corporation and Subsidiaries

                                                                Year Ended December 31
                                                              -------------------------
(Dollar Amounts in Millions)                                   1996      1995      1994
----------------------------------------------------------------------------------------
<S>                                                           <C>       <C>        <C>
Cash Flows from Operating Activities
Net income ...............................................    $ 294     $ 274      $239
Adjustments to reconcile net income
to net cash provided by operating activities:
  Change in policy liabilities other than deposits .......      336         9       (16)
  Credits to policyholder accounts, net ..................      355       145        27
  Deferral of policy acquisition costs, net ..............      (52)      (68)      (41)
  Change in receivables and asset accruals ...............      134       (43)      (10)
  Change in payables and expense accruals ................       50        70       (12)
  Realized investment gains and gain on
    disposal of discontinued operations ..................      (45)      (69)      (62)
  Other ..................................................        5         3        17
                                                             ------     -----      ----
      Net cash provided by operating activities ..........    1,077       321       142
                                                             ------     -----      ----
Cash Flows from Investing Activities
Securities available for sale:
  Sales ..................................................      500     1,257       779
  Maturities, calls and redemptions ......................    1,050       301        98
  Purchases ..............................................   (1,916)   (1,602)     (817)
Securities held to maturity:
  Sales ..................................................       --        --         7
  Maturities, calls and redemptions ......................      226        34       123
  Purchases ..............................................     (575)     (58)      (577)
Repayments of mortgage loans .............................      115        96        71
Mortgage loans originated ................................     (389)     (291)     (173)
Decrease (increase) in policy loans, net .................      (60)     (108)        8
Cash received in assumption reinsurance transaction ......       --       164        --
Cash paid for insurance business acquired, net ...........       --      (505)       --
Purchase of intangibles ..................................      (58)       (1)      (17)
Other investing activities, net ..........................      (17)       (7)      (16)
                                                             ------     -----      ----
  Net cash used in investing activities ..................   (1,124)     (720)     (514)
                                                             ------     -----      ----
Cash Flows from Financing Activities
Policyholder contract deposits ...........................    1,404       741       362
Withdrawals of policyholder contract deposits ............   (1,290)     (382)     (118)
Decrease in notes payable, net ...........................       --       (29)      (10)
Borrowings under short-term credit facilities ............      222       395        --
Repayments under short-term credit facilities ............     (230)     (165)       --
Issuance of automatic common exchange securities .........       --       131        --
Proceeds (payments) from securities sold under
  repurchase agreements ..................................       48       (71)      267
Cash dividends paid ......................................     (103)      (89)      (82)
Common stock transactions, net ...........................      (24)      (52)      (56)
Other financing activities, net ..........................        3        20        --
                                                             ------     -----      ----
      Net cash provided by financing activities ..........       30       499       363
                                                             ------     -----      ----
      Net increase (decrease) in cash and cash equivalents      (17)      100        (9)
Cash and cash equivalents, beginning .....................      122        22        31
                                                             ------     -----      ----
Cash and cash equivalents, ending ........................   $  105     $ 122      $ 22
                                                             ======     =====      ====

See Notes to Consolidated Financial Statements
</TABLE>


                                    42
<PAGE>

                Notes to Consolidated Financial Statements

Note 1.
Nature of Operations and Significant Accounting Policies

Nature of Operations

Jefferson-Pilot Corporation (the Company) operates 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 through the Company's principal life
insurance subsidiaries:  Jefferson-Pilot Life Insurance Company (JP Life),
Alexander Hamilton Life Insurance Company of America (AH Life), and First
Alexander Hamilton Life Insurance Company (FAHL).  Subsequent to year end,
the Company entered into an agreement to acquire Chubb Life Insurance
Company of America (see Note 18). Communications operations are conducted
by Jefferson-Pilot Communications Company (JPCC) and consist of radio and
television broadcasting, through facilities located in strategically
selected markets in the Southeastern and Western United States, and sports
program production.

Principles of Consolidation

The consolidated financial statements include the accounts of Jefferson-
Pilot Corporation and all of its 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.
See Note 11.

Use of Estimates

The preparation of financial statements requires management to make
estimates and assumptions affecting the reported amounts of assets and
liabilities and the 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.  Those estimates are inherently
subject to change and actual results could differ from those estimates.
Included among the material (or potentially material) reported amounts and
disclosures that require extensive use of estimates are asset valuation
allowances, policy liabilities, deferred policy acquisition costs, value of
business acquired and the potential effects of resolving litigated matters.

Cash and Cash Equivalents

The Company includes with cash and cash equivalents its holdings of highly
liquid investments which mature within three months of the date of
acquisition.

Debt and Equity Securities

Debt and equity securities are classified 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 taxes  and adjustments to deferred policy
acquisition costs and value of business acquired.
     Prior to adopting FASB Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities, as of January 1, 1994, all debt
securities were stated at amortized cost less allowances for other-than-
temporary declines in value.  Upon adoption of Statement No. 115, debt
securities classified as available for sale were adjusted to aggregate fair
value and those equity securities that were previously stated at the lower
of aggregate cost or market were adjusted to market value.
     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.

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.

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, primarily buildings, is depreciated principally by the straight-
line method over estimated useful lives generally ranging from 30 to 40
years.  Accumulated depreciation was $37 million and $21 million at
December 31, 1996 and 1995, respectively.  Other investments are stated at
equity, or the lower of cost or market, as appropriate.


                                    43
<PAGE>

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

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.  Accumulated depreciation was $129 million and $105 million at
December 31, 1996 and 1995, respectively.

Deferred Policy Acquisition Costs and Value of Business Acquired

Costs related to obtaining 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.
     Deferred policy acquisition costs for traditional life insurance
policies are amortized over the premium paying periods of the related
contracts using the same assumptions for 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 business acquired represents the actuarially determined
present value of anticipated profits to be realized from life insurance and
annuity business purchased, using the same assumptions used to value the
related liabilities.  Amortization of the value of business acquired occurs
over the related contract periods, using current crediting rates to accrete
interest and a constant amortization rate based on the present value of
expected future profits.
     The carrying amounts of deferred policy acquisition costs and value of
business acquired are adjusted for the effect of realized gains and losses
and the effects of unrealized gains or losses on debt securities classified
as available for sale.  Both deferred policy acquisition costs and value of
business acquired 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 in Excess of Net Assets Acquired

Cost in excess of net assets acquired is amortized on a straight-line basis
over periods of 5 to 40 years.  Accumulated amortization was $14 million
and $12 million at December 31, 1996 and 1995, respectively.  Carrying
amounts are regularly reviewed for indications of value impairment, with
consideration given to financial performance and other relevant factors.

Separate Accounts

Separate account assets and liabilities represent funds segregated by the
Company for the benefit of certain policyholders who  bear the investment
risk.  The separate account assets and liabilities, which are equal, are
recorded at fair value.  Policyholder account deposits and withdrawals,
investment income and realized investment gains and losses are excluded
from the amounts reported in the Consolidated Statements of Income.  Fees
charged on policyholders' deposits are included in other revenue.

Recognition of Revenue

Premiums on traditional life insurance products are reported as revenue
when received unless received in advance of the due date.
     Premiums on accident and health, and disability 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.
     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.

Recognition of Benefits and Expenses

Benefits and expenses, other than deferred policy acquisition costs,
related to traditional life, accident and health, and disability 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.

Future Policy Benefits

Liabilities for future policy benefits on traditional life and disability
insurance are computed by the net level premium valuation method based on
assumptions about future investment yield, mortality, morbidity and
persistency.  Estimates about future circumstances are based principally on
historical experience and provide for possible adverse 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 consists of policy
values that accrue to the benefit of the policyholder, before deduction of
surrender charges.




                                    44
<PAGE>
Note 1.
Nature of Operations and Significant Accounting Policies (continued)

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 historical experience, 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, 1996, 1995 and 1994 and for the years then
ended, respectively:

                                         1996      1995      1994
   ---------------------------------------------------------------
   Ordinary life insurance in force .....  4%        4%       12%
   Ordinary life premium revenue ........  8%       21%       22%

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.

Stock Based Compensation

The Company accounts for stock incentive awards in accordance with APB
Opinion No. 25, Accounting for Stock Issued to Employees, and accordingly,
recognizes no compensation expense for stock option awards when the option
price is equal to the market value of the stock at the date of award.

Income Taxes

The 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.

Income Per Share of Common Stock

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 71,074,030 in 1996, 71,693,816 in 1995 and 72,960,533 in
1994.

Reclassifications

Certain amounts reported in prior years' consolidated financial statements
have been reclassified 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

The FASB issued Statement No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, which requires an
entity to recognize the financial and servicing assets it controls and the
liabilities it has incurred and to derecognize financial assets when
control has been surrendered in accordance with the criteria provided in
the Statement.  The Company will apply the new rules prospectively to
transactions beginning in the first quarter of 1997.  Based on current
circumstances, the Company believes the application of the new rules will
not have a material impact on its financial position or results of
operations.


Note 2.  Certain Significant Transactions

Assumption Reinsurance Transaction

On May 31, 1995, the Company 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.  Upon
execution of the agreement, assets consisting primarily of cash, debt
securities, policy loans and receivables with aggregate fair value of $872
million, including $164 million of cash, were transferred to the Company,
and the Company 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 deferred policy acquisition costs.
     At December 31, 1995, further participation options in the assumption
reinsurance agreement remained available to approximately 4,000 KCL
policyholders.  The Company had recorded a $78 million liability at
December 31, 1995, pending resolution of the policyholder option process.
Total assets received on May 31, 1995 included $78 million of assets
associated with these additional policies.



                                    45
<PAGE>
Note 2.  Certain Significant Transactions (continued)

On November 30, 1996, the Company completed the KCL transaction by assuming
the additional 4,000 policies.  The Company established additional reserves
of $112 million on these policies, released the $78 million liability
established in 1995, and recorded an additional $40 million of deferred
policy acquisition costs.

Business Acquisitions

Effective October 1, 1995, the Company acquired Alexander Hamilton Life
Insurance Company of America (AH Life) and First Alexander Hamilton Life
Insurance Company (FAHL) from Household International, Inc. (Household).
The businesses acquired included substantially all of the life insurance
and single premium deferred annuity contracts of AH Life and FAHL that were
in force on the acquisition date.  AH Life 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 100% reinsured with affiliates of
Household on a coinsurance basis.  The aggregate purchase price of $575
million was paid $475 million in cash and $50 million in mandatorily
redeemable preferred stock of AH Life, plus the purchase from Household of
a $50 million surplus note of AH Life.  The transaction included the
assumption of $7.872 billion of liabilities and the receipt of assets with
a fair value of $8.072 billion (including $20 million in cash).  The
acquisition resulted in value of business acquired of $325 million, and
cost in excess of net assets acquired of $50 million.  This acquisition was
accounted for as a purchase, and the results of operations of the acquired
companies have been included in the consolidated operations of the Company
since the date of acquisition.
     The following pro forma financial information has been prepared
assuming that the acquisition of AH Life and FAHL had taken place at the
beginning of each year presented (in millions except per share amounts).

                                                       1995        1994
     -------------------------------------------------------------------
                                                          (Unaudited)
     Revenue ......................................   $1,726      $1,418
     Income from continuing operations ............      280         261
     Net income available to common stockholders ..      295         267
     Net income per common share ..................     4.11        3.66
     -------------------------------------------------------------------

     In July 1996, JPCC purchased substantially all of the broadcast assets
of radio station KIFM-FM in San Diego, California for $29 million in cash.
In October 1996, JPCC purchased substantially all of the outstanding
capital stock of San Diego Broadcasting Corporation, a California
corporation that owns and operates radio station KBZT-FM in San Diego,
California, for $30 million in cash.  The acquisitions resulted in cost in
excess of net assets acquired of $26 million.  These acquisitions were
accounted for as purchases, and the results of operations of the acquired
companies have been included in the consolidated operations of the Company
since the respective dates of acquisition.  Pro forma financial information
for these acquisitions has not been presented, as the pro forma impact on
consolidated operations for 1996 and 1995 is not significant.

Discontinued Operations

Discontinued operations include the property and casualty and title
insurance subsidiaries which formerly comprised the Company's other
insurance business segment.
     On April 3, 1995, the Company sold Jefferson-Pilot Fire & Casualty
Company (JPF&C) for $55 million.  The Company realized a gain of $16
million from the disposition of JPF&C, net of income taxes of $4 million.
     On December 30, 1994, the Company sold Jefferson-Pilot Title Insurance
Company (JPT) for approximately $1 million.  An insignificant gain was
realized on this transaction.
     Revenue of the discontinued operations prior to the dispositions for
the years ended December 31, 1995 and 1994 was $16 million and $65 million,
respectively.  Net income prior to the dispositions for the years ended
December 31, 1995 and 1994 was $2 million (net of an insignificant amount
of income taxes) and $9 million (net of $2 million of income taxes).

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 for approximately $33 million, resulting in a pre-tax gain
of approximately $16 million.  Prior to the sale, JPDS was a part of the
Company's communications business segment.  JPDS net income prior to the
disposition for 1995 and 1994 amounted to $1million and $3 million,
respectively.

Supplemental Cash Flow Information of Dispositions

A summary of supplemental cash flow information resulting from disposals in
1995 follows (in millions):

        Disposal of noncash assets ............    $56
        Disposal of liabilities ...............    (50)
                                                   ---
        Cash received less cash paid ..........    $ 6

                                    46
<PAGE>

Note 3.  Investments

Summary Cost and Fair Value Information

Aggregate amortized cost, aggregate fair value, and gross unrealized gains
and losses are as follows (in millions):
<TABLE>
<CAPTION>
                                                                               December 31, 1996
                                                                  --------------------------------------------
                                                                                 Gross       Gross
                                                                  Amortized    Unrealized  Unrealized    Fair
                                                                     Cost        Gains      (Losses)    Value
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>       <C>        <C>
Available for sale carried at fair value
U. S. Treasury obligations and direct obligations of U.S.
  Government agencies ...........................................   $  384        $ 17      $ (1)       $  400
Federal agency issued collateralized mortgage obligations .......    2,052          25       (18)        2,059
Obligations of states and political subdivisions ................      167           1        (2)          166
Corporate obligations ...........................................    3,057          48       (21)        3,084
Corporate private-labeled collateralized mortgage obligations ...      893          27        (7)          913
Redeemable preferred stocks .....................................       54           1        (4)           51
                                                                    ------        ----      ----        ------
Subtotal, debt securities .......................................    6,607         119       (53)        6,673
Equity securities ...............................................      196         714        (4)          906
                                                                    ------        ----      ----        ------
Securities available for sale ...................................   $6,803        $833      $(57)       $7,579
                                                                    ======        ====      ====        ======

Held to maturity carried at amortized cost
Obligations of state and political subdivisions .................   $   16        $  1      $ (1)       $   16
Corporate obligations ...........................................    3,861          68       (42)        3,887
                                                                    ------        ----      ----        ------
Debt securities held to maturity ................................   $3,877        $ 69      $(43)       $3,903
                                                                    ======        ====      ====        ======

<CAPTION>
                                                                               December 31, 1995
                                                                  --------------------------------------------
                                                                                 Gross       Gross
                                                                  Amortized    Unrealized  Unrealized    Fair
                                                                     Cost        Gains      (Losses)    Value
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>       <C>          <C>
Available for sale carried at fair value
U. S. Treasury obligations and direct obligations of U.S.
  Government agencies ...........................................   $  483        $ 37     $  --        $  520
Federal agency issued collateralized mortgage obligations .......    1,775          87        (6)        1,856
Obligations of states and political subdivisions ................      290           6        --           296
Corporate obligations ...........................................    2,998         120       (32)        3,086
Corporate private-labeled collateralized mortgage obligations ...      601          41        (1)          641
Redeemable preferred stocks .....................................       61           1        (3)           59
                                                                    ------        ----      ----        ------
Subtotal, debt securities .......................................    6,208         292       (42)        6,458
Equity securities ...............................................      207         610        (1)         ,816
                                                                    ------        ----      ----        ------
Securities available for sale ...................................   $6,415        $902      $(43)       $7,274
                                                                    ======        ====      ====        ======


Held to maturity carried at amortized cost
Federal agency issued collateralized mortgage obligations .......   $   41       $   1     $  --        $   42
Corporate obligations ...........................................    3,486         148       (27)        3,607
                                                                    ------        ----      ----        ------
Debt securities held to maturity ................................   $3,527        $149      $(27)       $3,649
                                                                    ======        ====      ====        ======
</TABLE>


                                    47
<PAGE>

Note 3.  Investments continued

Contractual Maturities

Aggregate amortized cost and aggregate fair value of debt securities as of
December 31, 1996, according to contractual maturity date, are as indicated
below (in millions).  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.

<TABLE>
<CAPTION>
                                                     Available for Sale      Held to Maturity
                                                    --------------------------------------------
                                                    Amortized      Fair     Amortized      Fair
                                                      Cost         Value       Cost       Value
------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>         <C>         <C>
Due in one year or less ..........................   $  141       $  141      $  157      $  158
Due after one year through five years ............      842          854         687         692
Due after five years through ten years ...........    1,571        1,585       1,136       1,135
Due after ten years through twenty years .........      318          326         301         292
Due after twenty years ...........................      274          291          36          36
Amounts not due at a single maturity date ........    3,407        3,425       1,560       1,590
                                                     ------       ------      ------      ------
                                                      6,553        6,622       3,877       3,903
                                                     ------       ------      ------      ------
Redeemable preferred stocks ......................       54           51          --          --
                                                     ------       ------      ------      ------
                                                     $6,607       $6,673      $3,877      $3,903
                                                     ======       ======      ======      ======
</TABLE>

Investment Concentration, Risk and Impairment

Investments in debt and equity securities include approximately 1,300
issuers, with only one corporate issuer representing more than one percent
of the aggregate reported amounts of these investments.  Included with
equity securities available for sale is an investment in common stock of
NationsBank Corporation of $402 million (3.5%) and $288 million (2.7%) as
of December 31, 1996 and 1995, respectively.  Debt securities considered
less than investment grade approximated 4.3% and 4.7% of the total debt
securities portfolio as of December 31, 1996 and 1995, respectively.
     The Company's mortgage loan portfolio is comprised primarily of
conventional real estate mortgages collateralized by retail (46%),
apartment (18%), industrial (11%), and hotel and office (9% 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.  Approximately 45% of stated
mortgage loan balances as of December 31, 1996 are due from borrowers in
South Atlantic states and approximately 23% are due from borrowers in West
South Central states.  No other geographic region represents as much as 10%
of December 31, 1996 mortgage loans.
     At December 31, 1996 and 1995, the recorded investment in mortgage
loans that are considered to be impaired  was $81 million and $78 million,
respectively.  Delinquent loans outstanding as of December 31, 1996 and
1995 totaled $9 million and $8 million, respectively.  The related
allowance for credit losses was $27 million at December 31, 1996 and 1995.
The average recorded investment in impaired loans during the years ended
December 31, 1996 and 1995 was $79 million each year.  For the years ended
December 31, 1996 and 1995, the Company recognized interest income on
impaired loans of $8 million each year using the cash basis method.
Recorded investments in impaired loans and related interest income in 1994
were less than the amounts as of and for the year ended December 31, 1995.



                                    48
<PAGE>

Note 3.  Investments (continued)

Changes in Net Unrealized Gains on Securities

Changes during the three year period ended December 31, 1996 in amounts
affecting net unrealized gains included in the separate component of
stockholders' equity, reduced by deferred income taxes, are as follows (in
millions):
<TABLE>
<CAPTION>
                                                                             Net Unrealized Gains (Losses)
                                                                           -----------------------------------
                                                                                 Debt      Equity
                                                                             Securities  Securities  Total
--------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>       <C>
Net unrealized gains on equity securities held by insurance subsidiaries
    as of December 31, 1993 ...............................................     $ --         $332      $332
Effect of adopting Statement No. 115 as of January 1, 1994:
  Increase in stated amount of securities .................................      106           70       176
  Decrease in deferred policy acquisition costs ...........................      (15)          --       (15)
  Increase in deferred income tax liabilities .............................      (32)         (28)      (60)
                                                                                ----         ----      ----
Increase in net unrealized gains included in stockholders' equity .........       59           42       101
Other changes during year ended December 31, 1994:
  Decrease in stated amount of securities .................................     (192)        (150)     (342)
  Increase in deferred policy acquisition costs ...........................       26           --        26
  Decrease in deferred income tax liabilities .............................       52           62       114
                                                                                ----         ----      ----
Decrease in net unrealized gains included in stockholders' equity .........      (55)         (46)     (101)
                                                                                ----         ----      ----
Net unrealized gains (losses) on securities available for sale as of
      December 31, 1994 ...................................................      (55)         286       231

Change during year ended December 31, 1995:
  Increase in stated amount of securities .................................      335          181       516
  Decrease in value of business acquired and deferred policy
    acquisition costs .....................................................      (65)          --       (65)
  Increase in deferred income tax liabilities .............................      (91)         (66)     (157)
                                                                                ----         ----      ----
Increase in net unrealized gains included in stockholders' equity .........      179          115       294
                                                                                ----         ----      ----
Net unrealized gains on securities available for sale as of
     December 31, 1995 ....................................................      124          401       525

Change during year ended December 31, 1996:
  (Decrease) increase in stated amount of securities ......................     (184)         102       (82)
  Increase in value of business acquired and deferred policy
    acquisition costs .....................................................       58           --        58
  Decrease (increase) in deferred income tax liabilities ..................       48          (37)       11
Increase in carrying value of ACES (Note 7) ...............................       --          (11)      (11)
                                                                                ----         ----      ----
(Decrease) increase in net unrealized gains included in
    stockholders' equity ..................................................      (78)          54       (24)
                                                                                ----         ----      ----
Net unrealized gains on securities available for sale as  of
    December 31, 1996 .....................................................     $ 46         $455      $501
                                                                                ====         ====      ====
<CAPTION>
Net Investment Income
The details of investment income, net of investment expenses, follow (in millions):
                                                                                  Year ended December 31
                                                                                1996         1995      1994
--------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>       <C>
Interest on debt securities ...............................................     $744         $408      $260
Dividends on preferred stocks .............................................        7            5         5
Dividends on common stocks ................................................       18           23        28
Interest on mortgage loans ................................................      109           79        63
Interest on policy loans ..................................................       21           15        12
Real estate income ........................................................       14           10         9
Other investment income ...................................................       15           15         9
                                                                                ----         ----      ----
Investment income of life insurance operations ............................      928          555       386
Investment income of other companies ......................................       20           26        12
                                                                                ----         ----      ----
Total investment income ...................................................      948          581       398
Investment expenses .......................................................      (55)         (38)      (23)
                                                                                ----         ----      ----
Net investment income .....................................................     $893         $543      $375
                                                                                ====         ====      ====
</TABLE>

                                    49
<PAGE>
Note 3.  Investments continued

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.

Realized Gains and Losses

The details of realized investment gains (losses) follow (in millions):

                                                   Year ended December 31
                                                   1996      1995      1994
---------------------------------------------------------------------------
Debt securities ...............................    $(1)      $(4)     $(10)
Preferred stocks ..............................      4        (3)        1
Common stocks .................................     39        63)       66
Other .........................................      5        (8)        4
                                                   ---       ---       ---
Realized investment gains .....................    $47       $48       $61
                                                   ===       ===       ===

Information about gross realized gains and losses on available for sale
securities transactions follows (in millions):

                                                   Year ended December 31
                                                   1996      1995      1994
---------------------------------------------------------------------------
Gross realized:
  Gains ........................................   $66       $54       $61
  Losses .......................................   (15)      (27)      (24)
                                                   ---       ---       ---
Net realized gains on available for sale
   securities ..................................   $51       $27       $37
                                                   ===       ===       ===

Trading Securities

In 1995, the Company 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 change in net unrealized holding gains and losses on trading
securities included in 1996 and 1995 income was not significant.

Other Information

A held to maturity security with amortized cost of $5 million was
transferred to the available for sale category during 1995 and held to
maturity securities with amortized cost of $8 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 Statement No. 115 implementation
guidance, which permitted a one time reassessment of the appropriateness of
the classification of securities held.  This reassessment resulted in
available for sale debt securities with fair value of $393 million and
amortized cost of $380 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, is amortized over the period to maturity.  In addition, held
to maturity debt securities with an amortized cost of $620 million and a
fair value of $633 million were transferred to the available for sale
classification, increasing unrealized net holding gains by $13 million.
     During 1996, 1995 and 1994 JP Life transferred securities classified
as available for sale to the Company's defined benefit pension plans.
Equity securities with cost of $5 million and fair value of $27 million
were transferred during 1996, and gains of $22 million were recognized.
Equity securities with cost of $7 million and fair value of $33 million
were transferred during 1995, and gains of $26 million were recognized.
The transfer in 1994 included debt securities with amortized cost of $49
million and equity securities with a cost of $8 million.  The securities
transferred in 1994 had an aggregate fair value of $75 million on the date
of transfer and gains of $18 million were recognized.




                                    50
<PAGE>

Note 4.  Derivatives

Use of Derivatives

The Company's investment policy permits the use of derivative financial
instruments such as interest rate swaps in certain circumstances.  The
following summarizes open interest rate swaps (notional amounts in
millions):

                                                                  December 31
                                                                 1996      1995
--------------------------------------------------------------------------------
Receive-fixed swaps held as hedges of direct investments:
  Notional amount ...........................................    $209      $125
  Average rate received .....................................   5.66%     5.28%
  Average rate paid .........................................   5.55%     5.72%

Receive-fixed swaps held as hedges of anticipated investments
  Notional amount ...........................................   $  15    $  --
  Average rate received .....................................   6.91%       --
  Average rate paid .........................................   5.56%       --

Receive-fixed swaps held to modify annuity crediting rates
  Notional amount ...........................................   $  30    $  --
  Average rate received .....................................   6.78%       --
  Average rate paid .........................................   5.56%       --

Hedging Direct Investments

Interest rate swaps are used to reduce the impact of interest rate
fluctuations on specific floating-rate direct investments.  Interest is
exchanged periodically on the notional value, with the Company receiving
the fixed rate and paying various short-term LIBOR rates on a net exchange
basis.  The net amount received or paid under these swaps is reflected as
an adjustment to investment income.  For hedges of investments classified
as available for sale, net unrealized losses, net of the effects of income
taxes and the impact on deferred policy acquisition costs and the value of
business acquired, are not significant and are included in net unrealized
gains on securities available for sale in stockholders' equity as of
December 31, 1996.

Hedging Anticipated Investments

Interest rate swaps are used to hedge anticipated investment transactions,
protecting against changes in the yield curve during the time period
between identifying and closing mortgage loan and private placement
investments.  These investments were made in the fourth quarter of 1996 and
will continue during early 1997.  Hedges are terminated on the date the
related investment is closed.  Until termination of a hedge, interest is
exchanged periodically on the notional value, with the Company receiving a
fixed rate and paying various short-term LIBOR rates on a net exchange
basis.  The net amount received or paid under these swaps is deferred.
Upon termination of a swap, the realized gain or loss on the closed hedge
is also deferred  The deferred amounts are amortized into income over the
average duration of the related investment.  Deferred hedging gains as of
December 31, 1996 were $1 million.

Modifying Annuity Crediting Rates

Interest rate swaps are used to modify the interest characteristics of
certain blocks of annuity contract deposits.  Interest is exchanged
periodically on the notional value, with the Company receiving a fixed rate
and paying various short-term LIBOR rates on a net exchange basis.  The net
amount received or paid under these swaps is reflected as an adjustment to
insurance and annuity benefits.

Credit and Market Risk

The Company is exposed to credit risk in the event of non-performance by
counterparties to swap agreements.  The Company limits this exposure by
entering into swap agreements with counterparties having high credit
ratings and by regularly monitoring the ratings.
     The Company's credit exposure on swaps is limited to the fair value of
swap agreements that are favorable to the Company.  The Company does not
expect any counterparty to fail to meet its obligation; however, non-
performance would not have a material adverse effect on the Company's
financial position or results of operations.
     The Company's exposure to market risk is mitigated by the offsetting
effects of changes in the value of swap agreements and the related direct
investments, anticipated investments and credited interest on annuities.



                                    51
<PAGE>
Note 5.  Deferred Policy Acquisition Costs and Value of Business Acquired

Deferred Policy Acquisition Costs

Information about deferred policy acquisition costs follows (in millions):

                                                   Year ended December 31
                                                  1996      1995      1994
---------------------------------------------------------------------------
Beginning balance .............................   $543      $323      $272
Deferral:
  Commissions .................................    105        71        43
  Other .......................................     36        23        20
                                                  ----      ----      ----
                                                   141        94        63
Amortization ..................................    (89)      (46)      (22)
                                                  ----      ----      ----
Net deferral reflected in expenses ............     52        48        41
Addition for KCL assumption ...................     40       224        --
Adjustment related to unrealized (gains)
 losses on debt securities ....................     34       (52)       10
                                                  ----      ----      ----
Ending balance ................................    669       543       323
Amounts related to discontinued property
 and casualty insurance operations ............     --        --         6
                                                  ----      ----      ----
Ending balance ................................   $669      $543      $329
                                                  ====      ====      ====

Value of Business Acquired

Information about the value of business acquired follows (in millions):

                                                             1996      1995
---------------------------------------------------------------------------
Beginning balance .....................................     $292      $ --
                                                            ----      ----
Acquisition of AH Life and FAHL .......................       --       325
                                                            ----      ----
Interest accretion ....................................        6         5
Amortization ..........................................      (32)      (13)
                                                            ----      ----
Net amortization reflected in expenses ................      (26)       (8)
                                                            ----      ----
Adjustment related to unrealized (gains) losses
 on debt securities ...................................       24       (24)
Adjustment related to realized (gains) losses
 on debt securities ...................................       --        (1)
Adjustment related to purchase accounting .............      (25)       --
                                                            ----      ----
Ending balance ........................................     $265      $292
                                                            ====      ====

In September 1996, the Company finalized its purchase accounting for the
acquisition of AH Life, and an adjustment to reduce the value of business
acquired was made for $25 million to reflect more appropriate lapse
assumptions.
     Expected approximate amortization percentages relating to the value of
business acquired for the next five years are as follows:

                                           Amortization
               Year                          Percentage
               ----------------------------------------
               1997 ...........................   10.2%
               1998 ...........................   10.0%
               1999 ...........................    9.3%
               2000 ...........................    8.3%
               2001 ...........................    7.3%


Note 6.  Policy Liabilities Information

Interest Rate Assumptions

The liability for future policy benefits associated with ordinary life
insurance policies 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
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 weekly premium, monthly debit and
term life insurance products generally fall within the same ranges as those
pertaining to individual life insurance policies.
     Credited interest rates for universal life-type products ranged from
4.2% to 6.75% in 1996, 5.75% to 6.75% in 1995 and 5% to 6.75% in 1994.  The
average credited interest rates paid for universal life-type products were
6.03%, 6.19%, and 6.21% in 1996, 1995, and 1994, respectively.  For annuity
products, credited interest rates generally ranged from 4.4% to 8.65% in
1996, 4.5% to 14.75% in 1995 and 5% to 6.5% in 1994.




                                    52
<PAGE>
Note 6.  Policy Liabilities Information (continued)

Mortality and Withdrawal Assumptions

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 are based on historical
company experience and vary by issue age, type of coverage and policy
duration.
     For immediate annuities issued 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 products issued after 1986,
mortality assumptions are based on blends of the 1983a and 1979-81 U. S.
Life Tables.

Accident and Health, and Disability Insurance Liabilities Activity

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
millions):

                                                  1996       1995     1994
---------------------------------------------------------------------------
Balance as of January 1 .......................   $274      $266      $262
Less reinsurance recoverables .................     15        12        11
                                                  ----      ----      ----
Net balance as of January 1 ...................    259       254       251
Amount incurred:
  Current year ................................    401       403       398
  Prior years .................................    (63)      (73)      (89)
                                                  ----      ----      ----
                                                   338       330       309
Less amount paid:
  Current year ................................    246       242       228
  Prior years .................................     91        82        78
                                                  ----      ----      ----
                                                   337       324       306
                                                  ----      ----      ----
Net balance as of December 31 .................    260       260       254
Plus reinsurance recoverables .................     27        14        12
                                                  ----      ----      ----
Balance as of December 31 .....................   $287      $274      $266
                                                  ====      ====      ====
Balance as of December 31 included with:
  Future policy benefits ......................   $156      $131      $117
  Policy and contract claims ..................    131       143       149
                                                  ----      ----      ----
                                                  $287      $274      $266
                                                  ====      ====      ====

     The Company uses conservative estimates for determining its liability
for accident and health, and disability benefits, which are based on
historical claim payment patterns and attempt to provide for potential
adverse changes in claim patterns and severity.  Lower than anticipated
claims resulted in adjustments to the liability for accident and health,
and disability benefits in each of the years presented.

Note 7.  Debt

Commercial Paper and Revolving Credit Borrowings

In October 1995, the Company entered into a bank credit agreement for $450
million of unsecured 364-day revolving credit.  In August 1996, the credit
agreement was amended to reduce the bank commitment  to $250 million and to
extend the maturity to five years.  The Company has the option to borrow at
various interest rates.  Since the Company established commercial paper
arrangements in September 1996, the credit agreement principally supports
the issuance of commercial paper, which has various maturity dates but none
in excess of 90 days.  If the Company is not able to remarket its
commercial paper on the respective maturity dates, the Company intends to
borrow a like amount under the credit agreement.  The weighted-average
interest rate for commercial paper borrowings outstanding of $222 million
at December 31, 1996 was 5.53%.  The weighted-average interest rate of the
$230 million of revolving credit outstanding as of December 31, 1995 was
6.04%.

Automatic Common Exchange Securities

In December 1995, the Company publicly sold 1,815,000 unsecured 7.25%
Automatic Common Exchange Securities (ACES) Due January 21, 2000, having a
principal amount of $72.50 per security.  In the 30 days prior to, or at,
maturity, the principal amount of the ACES will be mandatorily exchanged
into either (1) a number of shares of the common stock of NationsBank
Corporation (stock) determined based on an exchange rate reflecting the
then trading price for the stock or (2) cash in an amount of equal value.
Subject to adjustments to reflect dilution, the exchange rate is equal to
(1) 0.8333 shares if the stock price is at least $87, (2) a fractional
share of the stock having a value equal to $72.50 if the price is more than
$72.50 but less than $87 or (3) one share if the price is not more than
$72.50.  At December 31, 1995, the carrying value of the ACES obligation
was $132 million.  At December 31, 1996, the carrying value was increased
by $16 million to $148 million due to an increase in the market value of
NationsBank stock to $97.75 per share as of that date.  The change in the
carrying value, net of deferred income taxes, was charged against net
unrealized gains in stockholders' equity.



                                    53
<PAGE>
Note 7.  Debt (continued)

Interest

Cash payments for interest attributable to debt arrangements, including
securities sold under repurchase agreements, totaled $37 million in 1996,
$23 million in 1995 and $9 million in 1994.  Interest expense totaled $39
million, $22 million and $11 million for 1996, 1995 and 1994, respectively.


Note 8.  Mandatorily Redeemable Preferred Stock

Mandatorily redeemable nonvoting floating rate preferred stock (with a par
value of $100 per share) authorized, issued and outstanding shares at
December 31, 1996 and 1995 totaled 530,000 and 500,000, respectively.
Dividends on $50 million of redeemable preferred stock issued by AH Life in
1995 are cumulative at LIBOR plus 1.25% per annum.  Beginning April 6,
1998, any holder may require AH Life to redeem its shares at par plus
accrued dividends.  Beginning October 6, 2000, AH Life may redeem the
preferred stock at par plus accrued dividends.  An additional $3 million of
mandatorily redeemable nonvoting floating rate preferred stock was issued
in September 1996 related to the PPA recapture (Note 14), with similar
terms and the respective redemption dates being April 1, 1999 and October
1, 2001.


Note 9.  Stockholders' Equity

Preferred Stock

The Company has 20,000,000 shares of preferred stock authorized (none
issued) with the par value, dividend rights and other terms to be fixed by
the Board of Directors, subject to certain limitations on voting rights.

Common Stock

On May 6, 1996, the shareholders approved an amendment to the articles of
incorporation that increased the number of authorized shares of common
stock from 150 million to 350 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 $30 million, was reclassified from
retained earnings to common stock during 1995.  All share and per share
information gives retroactive effect to the stock split.

    Changes in the number of shares outstanding are as follows:

                                              Year ended December 31
                                        1996            1995          1994
------------------------------------------------------------------------------
Shares outstanding, beginning .....  71,213,162     72,674,060     74,194,456
Shares issued under stock plans ...      33,071         32,749        489,238
Shares reacquired .................    (500,000)    (1,493,647)    (2,009,634)
                                     ----------     ----------     ----------
Shares outstanding, ending ........  70,746,233     71,213,162     72,674,060
                                     ==========     ==========     ==========

Shareholders' Rights Plan

Under a shareholders' rights plan, one common share purchase right is
attached to each share of the Company's common stock.  The plan becomes
operative in certain events involving an offer for or the acquisition of
15% or more of the Company's common stock by any person or group.
Following such an event, each right, unless redeemed by the Board, entitles
the holder (other than the acquiring person or group) to purchase for an
exercise price of $123.33 an amount of common stock of the Company, or in
certain circumstances stock of the acquiring company, having a market value
of twice the exercise price.  Approximately 70 million shares of common
stock are reserved for the amended rights plan.  The rights expire on
November 7, 2004 unless extended by the Board, and are redeemable by the
Board at a price of $.01 per right at any time before they become
exercisable.


Note 10.  Stock Incentive Plans

Long Term Stock Incentive Plan

Under the Long Term Stock Incentive Plan (Employees' Plan), a Committee of
disinterested directors may award nonqualified or incentive stock options
and stock appreciation rights, and make grants of the Company's stock, to
employees of the Company and certain full-time life insurance agents.
Stock grants may be either restricted stock or unrestricted stock
distributed upon the achievement of performance goals established by the
Committee.
     A total of 3,028,801 shares are available for future issuance for the
Employees' Plan as of December 31, 1996.  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, and vest over periods determined by
the Committee.  Awards of restricted and unrestricted stock grants are
limited to 10% of the total shares reserved for the Plan.  The Employees'
Plan will terminate as to further awards on May 1, 2005, unless terminated
by the Board at an earlier date.

Non-Employee Directors' Plan

Under the Non-Employee Directors' Stock Option Plan (Directors' Plan),
165,375 shares of the Company's common stock are available for future
issuance as of December 31, 1996.  Under the Directors' Plan, nonqualified
stock options are


                                    54
<PAGE>

Note 10.  Stock Incentive Plans (continued)

automatically awarded, at market prices on specified award dates.  The
options vest over a period of one to three years, and terminate ten years
from the date of award, but are subject to earlier termination under
certain circumstances.  The Directors' Plan will terminate as to further
awards on March 31, 1999.

Summary Stock Option Activity

Summarized information about the Company's stock option activity, and
related information for the three years in the period ended December 31
follows:
<TABLE>
<CAPTION>
                                         1996                      1995                      1994
                               -----------------------  --------------------------  -------------------------
                                            Weighted-
                                              Average
                                             Exercise                 Exercise                     Exercise
                                              Price                    Price                         Price
                                  Options   Per Share   Options      Per Share      Options        Per Share
--------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>       <C>       <C>               <C>         <C>
Outstanding beginning of year .   906,343     $33.59    463,780   $17.11 -$37.33    780,280     $15.28 -$37.33
Granted .......................   542,875      53.68    483,000    36.42 - 37.33    193,500      30.09 - 34.75
Exercised .....................   (25,172)     54.11    (26,025)   17.11 - 36.42   (489,238)     15.28 - 26.83
Forfeited .....................   (12,778)     32.07    (14,412)   26.83 - 30.08    (20,762)     15.28 - 26.83
                                ---------     ------    -------   --------------    -------     --------------
Outstanding end of year ....... 1,411,268      41.40    906,343    26.17 - 37.33    463,780      17.11 - 37.33
                                =========     ======    =======    =============    =======     ==============
Exercisable at end of year ....   637,643      33.93    494,593    26.17 - 37.33    290,054      17.11 - 37.33

Weighted-average fair value of
options granted during the year    $11.07
</TABLE>

     As of December 31, 1996 there are outstanding options for: (a) 870,893
shares with exercise prices ranging from $26.17 to $37.33, a weighted-
average exercise price of $33.78, and a weighted-average remaining
contractual life of 6.9 years (options on 607,643 of these shares are
exercisable, and have a weighted-average exercise price of $32.97); (b)
540,375 shares with exercise prices ranging from $46.75 to $57.50, a
weighted-average exercise price of $53.68, and a weighted-average remaining
contractual life of 9.2 years (options on 30,000 of these shares are
exercisable, and have a weighted-average exercise price of $53.50).

Pro Forma Information

Pro forma information regarding net income and earnings per share is
required by FASB Statement 123, Accounting for Stock-Based Compensation,
which also requires that the information be determined as if the Company
has accounted for its employee stock options granted subsequent to December
31, 1994 under the fair value method of that Statement.  The fair value for
these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for
1996 and 1995, respectively:  risk-free interest rates of 5.9% and 7.6%;
volatility factors of the expected market price of the Company's common
stock of 0.17; and a weighted-average expected life of the option of 10
years.  For purposes of this calculation, dividends are assumed to increase
at a rate of 10% annually.
     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable.  In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility.  Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not provide a reliable single measure of the fair value
of the Company's options.
     For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows (in millions except per share
amounts):


                                                     Year ended December 31
                                                        1996         1995
---------------------------------------------------------------------------
Pro forma net income available to
 common stockholders ...............................    $288          $272
Pro forma earnings per share available
 to common stockholders ............................   $4.06         $3.79

     Because Statement No. 123 is applicable only to options granted
subsequent to December 31, 1994, its pro forma effect will not be fully
reflected until 1997.


Note 11.  Statutory Financial Information

The Company's life insurance subsidiaries prepare financial statements on
the basis of statutory accounting practices (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 permitted accounting practices on statutory capital and
surplus is not significant for the life insurance subsidiaries.




                                    55
<PAGE>
Note 11.  Statutory Financial Information (continued)

     The principal differences between SAP and generally accepted
accounting principles (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 business acquired 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, and (8) certain assets are not
admitted for purposes of determining surplus under SAP.
     A comparison of net income and statutory capital and surplus of the
life insurance subsidiaries determined on the basis of SAP to net income
and stockholder's equity of these life insurance subsidiaries on the basis
of GAAP is as follows (in millions):

                                                       1996      1995      1994
--------------------------------------------------------------------------------
Statutory Accounting Practices
Reported net income for the year ended December 31    $  253    $  501    $  158
Statutory capital and surplus as of December 31 ..    $1,218    $1,112    $  972
                                                      ======    ======    ======
Generally Accepted Accounting Principles
Net income for the year ended December 31 ........    $  261    $  221    $  195
Stockholder's equity as of December 31 ...........    $2,181    $2,114    $1,430
                                                      ======    ======    ======

The insurance statutes of the states of domicile limit the amount of
dividends that the life insurance subsidiaries may pay annually without
first obtaining regulatory approval.  Generally, the limitations are based
on a combination of statutory net gain from operations for the preceding
year, 10% of statutory surplus at the end of the preceding year, and
dividends and distributions made within the preceding twelve months.  At
December 31, 1996, the life insurance subsidiaries could pay dividends of
$22 million without regulatory approval.
     Risk-Based Capital ("RBC") requirements promulgated by the NAIC
require life insurers to 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, 1996, the life insurance subsidiaries' adjusted capital
and surplus exceeded their authorized control level RBC.

Note 12.  Income Taxes

Income taxes as reported in the consolidated statements of income are as
follows (in millions):


                                                         Year ended December 31
                                                        1996      1995      1994
--------------------------------------------------------------------------------
Current expense ......................................  $132      $116      $110
Deferred expense .....................................    17         9         8
                                                         ---       ---       ---
Income taxes reported with income from
 continuing operations ...............................   149       125       118
Income taxes reported with income from
 discontinued operations .............................    --         4         1
                                                         ---       ---       ---
Aggregate reported income taxes ......................  $149      $129      $119
                                                        ====      ====      ====

A reconciliation of the federal income tax rate to the Company's effective
income tax rate, computed based on income from continuing operations follows:

                                                        Year ended December 31
                                                        1996      1995      1994
--------------------------------------------------------------------------------
Federal income tax rate ............................   35.0%     35.0%     35.0%
Reconciling items:
  Tax exempt interest and dividends
    received deduction .............................   (4.1)     (2.0)     (1.9)
  Other increases, net .............................    2.7        --        .8
                                                       ----      ----      ----
Effective income tax rate ..........................   33.6%     33.0%     33.9%
                                                       ====      ====      ====

                                     56
<PAGE>

Note 12.  Income Taxes (continued)

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

                                                             December 31
                                                          1996         1995
-----------------------------------------------------------------------------
Deferred tax assets:
  Difference in policy liabilities ....................   $352         $330
  Obligation for postretirement benefits ..............      7           12
  Deferred compensation ...............................     17           14
  Other deferred tax assets ...........................     28           14
                                                          ----         ----
Gross deferred tax assets .............................    404          370

Deferred tax liabilities:
  Net unrealized gains on securities ..................    263          280
  Deferral of policy acquisition costs and
    value of business acquired ........................    243          237
  Deferred gain recognition for income tax purposes ...     16           17
  Differences in investment bases .....................     15           20
  Depreciation differences ............................      6            8
                                                          ----         ----
  Other deferred tax liabilities ......................     34           23
                                                          ----         ----
Gross deferred tax liabilities ........................    577          585
                                                          ----         ----
Net deferred income tax liability .....................   $173         $215
                                                          ====         ====

Cash payments for income taxes totaled $162 million, $105 million and $127
million in 1996, 1995 and 1994, respectively.

     Federal income tax returns for all years through 1992 are closed.  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".  The Company 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

Pension Plans

The Company and its subsidiaries have defined benefit pension plans covering
substantially all employees and full-time life insurance agents.  The plans
provide benefits based on annual compensation and years of service.  The
plans are noncontributory and are funded through group annuity contracts with
JP Life.  The assets of the plans are those of the related contracts, and are
primarily held in separate accounts of JP Life.  The funding policy is to
contribute annually no more than the maximum amount deductible for federal
income tax purposes.

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

                                                    Year ended December 31
                                                   1996      1995      1994
-----------------------------------------------------------------------------
Service cost, benefits earned during the year ...  $ 6       $ 6       $ 6
Interest cost on projected benefit obligation ...   13        12        13
Actual return on plan assets ....................  (27)      (37)      (13)
Net amortization and deferral ...................    9        20        (4)
                                                   ---       ---       ---
Pension expense .................................  $ 1       $ 1       $ 2
                                                   ===       ===       ===




                                    57
<PAGE>
Note 13.  Retirement Benefit Plans (continued)

The following table sets forth the funded status of the plans and amounts
as of December 31 recognized in the consolidated balance sheets (in
millions):

                                                            1996      1995
---------------------------------------------------------------------------
Actuarial present value of benefit obligation:
  Vested benefit obligation .............................   $201      $205
                                                            ----      ----
Accumulated benefit obligation ..........................   $205      $208
                                                            ====      ====
Projected benefit obligation ............................   $235      $224
Plan assets at fair value ...............................    294       276
                                                            ----      ----
Plan assets in excess of projected benefit obligation ...     59        52
Unrecognized net gain ...................................    (46)      (40)
Unrecognized transition net asset .......................    (17)      (19)
Unrecognized prior service cost .........................      8         9
                                                            ----      ----
Prepaid pension cost ....................................   $  4      $  2
                                                            ====      ====

During 1995, the Company recognized pension plan curtailment gains of $2
million with the sale of the assets and operations of JPDS and the sale of
JPF&C (see Note 2).

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

                                                   1996     1995       1994
----------------------------------------------------------------------------
Discount rate ..................................     7%       7%      7.75%
Expected long-term rate of return on plan assets     8%       8%         8%
Rate of increase in compensation levels ........     5%       5%      5.75%

Benefits provided to retirees by annuity contracts issued by JP Life
approximated $15 million in 1996, $11 million in 1995 and $11 million in
1994.

Other Postretirement Benefit Plans

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 JP Life.  The Company
contributes to a welfare benefit trust from which future benefits will be
paid.  The Company accrues the cost of providing postretirement benefits
other than pensions during the employees' active service periods.

The components of nonpension postretirement benefits expense were as follows
(in millions):

                                                   Year ended December 31
                                                  1996      1995      1994
----------------------------------------------------------------------------
Service cost, benefits earned during the year ....  $1        $1        $1
Interest cost on accumulated benefit obligation ..   2         2         2
Actual return on plan assets .....................  (1)       --        --
Net amortization and deferral ....................  (1)       (2)       (2)
                                                   ---       ---       ---
Nonpension postretirement benefits expense .......  $1        $1        $1
                                                   ===       ===       ===



                                    58
<PAGE>

Note 13.  Retirement Benefit Plans (continued)

The following table sets forth the funded status of the Company's
postretirement health care and life insurance plans as of December 31
recognized in the consolidated balance sheets (in millions):

                                                             1996      1995
---------------------------------------------------------------------------
Plan assets at fair value ................................   $ 7      $  5
Accumulated postretirement benefit obligation:
  Retirees and surviving spouses .........................    23        20
  Fully eligible active ..................................     3         2
  Other active participants ..............................     6         6
                                                            ----      ----
                                                              32        28
                                                            ----      ----
Accumulated postretirement benefit obligation
  in excess of plan assets ...............................   (25)      (23)
Unrecognized prior service benefit .......................   (10)      (11)
Unrecognized net loss ....................................     4         1
                                                            ----      ----
Accrued postretirement benefit cost ......................  $(31)     $(33)
                                                            ====      ====

Curtailment gains totaling $1 million were recognized during 1995,
substantially all of which resulted from the sale of the assets and
operations of JPDS (see Note 2).

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

                                                   1996      1995      1994
---------------------------------------------------------------------------
Discount rate ..................................   7.5%        7%        8%
Expected long-term rate of return on plan assets     9%        9%        9%

Benefits do not take into consideration compensation increases.  The
Company's postretirement health care plan limits annual benefit increases
to a maximum rate of 4%.  Because future health care cost trend rates of 4%
have been assumed in determining the accumulated postretirement benefit
obligation as of December 31, 1996, future health care cost increases
exceeding 4% per year will have no effect on the Company's obligation.

Defined Contribution Plan

Effective January 1, 1995, the Company adopted defined contribution
retirement plans covering most employees and full time agents.  The Company
matches a portion of participant contributions and makes profit sharing
contributions to a fund that acquires and holds shares of the Company's
common stock.  Plan assets are invested under a group variable annuity
contract issued by JP Life.  Expenses were $3 million and $2 million during
1996 and 1995, respectively.


Note 14.  Reinsurance

The Company attempts to reduce its exposure to significant individual
claims by reinsuring portions of certain individual life insurance policies
and annuity contracts written.  The Company reinsures the portion of an
individual life insurance risk in excess of the Company's retention, which
ranges from $300,000 to $1,000,000 for various individual life and annuity
products.  The Company also attempts to reduce exposure to losses that may
result from unfavorable events or circumstances by reinsuring certain
levels and types of accident and health insurance risks underwritten.  JP
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 significant to the consolidated
financial statements.
     AH Life and FAHL reinsured 100% of the PPA, COLI and Affiliated
business written prior to their acquisition with affiliates of Household on
a coinsurance basis.  Balances are settled monthly, and AH Life is
compensated by the reinsurers for administrative services related to the
reinsured business.  On September 30, 1996, the Company recaptured a
portion of the PPA reinsurance from affiliates of Household.  This
recapture was completed by Household's transferring approximately $463
million of assets and $489 million of reserves to the Company.  The Company
also established a $29 million deferred tax asset on this recapture, and
issued $3 million of mandatorily redeemable preferred stock of one of the
Company's life insurance subsidiaries to Household (see Note 8).  The
amount due from reinsurers as reported in the consolidated balance sheet
includes $1.213 billion and $1.404 billion due from the Household
affiliates under these reinsurance agreements at December 31, 1996 and
1995, respectively.
     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 has unconditionally
and irrevocably guaranteed, as primary obligor, full payment and
performance by its affiliated reinsurers.  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
under the guarantee agreements within 90 days of a 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.



                                    59
<PAGE>

Note 14.  Reinsurance (continued)

     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 ended December 31, 1996.

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

                                                     Year ended December 31
                                                     1996      1995      1994
------------------------------------------------------------------------------
Premiums and other considerations, before effect
 of reinsurance ceded ..........................    $1,314      $872      $670
Less premiums and other considerations ceded ...       320        62        15
                                                    ------      ----      ----
Net premiums and other considerations ..........    $  994      $810      $655
                                                    ======      ====      ====
Benefits, before reinsurance recoveries ........    $2,696      $901      $642
Less reinsurance recoveries ....................     1,485        59        14
                                                    ------      ----      ----
Net benefits ...................................    $1,211      $842      $628
                                                    ======      ====      ====


Note 15.  Segment Information

The Company's 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,
     disability insurance and annuity products.

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

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 in excess of net assets acquired and amortization of other
intangible assets related to communications operations, but does not
include depreciation of real estate investments, amortization of deferred
policy acquisition costs or amortization of value of business acquired.

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

                                                     Year ended December 31
                                                      1996      1995      1994
------------------------------------------------------------------------------
Revenue
Life Insurance ................................    $ 1,897   $ 1,345    $1,026
Communications ................................        187       166       173
Corporate and other ...........................         41        57        70
                                                   -------   -------    ------
Consolidated ..................................    $ 2,125   $ 1,568    $1,269
                                                   =======   =======    ======

Income from continuing operations before income taxes
Life Insurance ................................    $   373   $   294    $  250
Communications ................................         45        39        36
Corporate and other ...........................         25        48        62
                                                   -------   -------    ------
Consolidated ..................................    $   443   $   381    $  348
                                                   =======   =======    ======

Identifiable assets at December 31
Life Insurance ................................    $16,827   $15,912    $5,654
Communications ................................        212       142       149
Discontinued operations .......................         --        --       146
Corporate and other ...........................        523       424       191
                                                   -------   -------    ------
Consolidated ..................................    $17,562   $16,478    $6,140
                                                   =======   =======    ======

Depreciation and amortization
Life Insurance ................................    $    10   $     6    $    5
Communications ................................          9         9        10
Corporate and other ...........................          1         1        --
                                                   -------   -------    ------
Consolidated ..................................    $    20   $    16    $   15
                                                   =======   =======    ======



                                    60
<PAGE>
Note 15.  Segment Information (continued)

Additions to property and equipment totaled $20 million in 1996, $30
million in 1995 (including amounts resulting from the AH Life acquisition)
and $17 million in 1994.  Included in the preceding amounts are additions
related to the communications industry segment totaling $12 million, $7
million and $14 million in 1996, 1995 and 1994, respectively.  Other
additions to property and equipment related primarily to the life insurance
segment.  During 1995, equity securities carried at $327 million were
transferred from the life insurance segment to the corporate segment.


Note 16.  Disclosures About Fair Value of Financial Instruments

The carrying values and fair values of financial instruments as of December
31 are summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                           1996                     1995
                                                    ------------------       ------------------
                                                    Carrying     Fair        Carrying     Fair
                                                      Value      Value         Value      Value
-----------------------------------------------------------------------------------------------
<S>                                                   <C>       <C>            <C>       <C>
Financial Assets
Debt securities available for sale ................   $6,673    $6,673         $6,458    $6,458
Debt securities held to maturity ..................    3,877     3,903          3,527     3,649
Equity securities available for sale ..............      906       906            816       816
Equity securities trading portfolio ...............       23        23             46        46
Mortgage loans ....................................    1,323     1,353          1,049     1,133
Policy loans ......................................    1,212     1,204          1,152     1,154

Financial Liabilities
Annuity contract liabilities in accumulation phase     4,836     4,639          4,815     4,596
Commercial paper and revolving credit borrowings ..      222       222            230       230
ACES and other debt ...............................      148       165            137       138
Securities sold under repurchase agreements .......      244       244            196       196
Mandatorily redeemable preferred stock ............       53        53             50        50
</TABLE>

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 maturity or availability.  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 has been estimated by
discounting expected future cash flows using the interest rate currently
offered for similar loans.
     The fair value of policy loans outstanding for traditional life
products has been estimated using a current risk-free interest rate applied
to expected future loan repayments projected based on historical repayment
patterns.  The fair values of policy loans on universal life-type and
annuity products approximate carrying values due to the variable interest
rates charged on those loans.
     Annuity contracts issued by the Company do not generally have defined
maturities.  Therefore, 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 fair values of commercial paper and revolving credit borrowings
approximate their carrying amounts 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, which amounts include accrued interest.
The fair value of the ACES is based on its nationally quoted market price.
     The fair value of the Company's mandatorily redeemable preferred stock
approximates its stated amount because its dividend rate is adjustable.
     Interest rate swaps that hedge direct investments classified as
available for sale are recorded at fair value (1996 -- loss of $1 million;
1995 -- no hedges) and are included in the carrying value of debt
securities available for sale.  The fair value of interest rate swaps that
hedge direct investments classified as held to maturity, that hedge
anticipated transactions and that hedge annuity contract deposits (1996 --
$0; 1995 -- loss of $2 million) have not been recorded on the balance
sheet.


Note 17.  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. 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, approximates $222 million as of December
31, 1996.
     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. Neither annual rent nor
future rental commitments are significant.




                                    61
<PAGE>
Note 17.  Commitments and Contingent Liabilities (continued)

     JPCC has commitments for purchases of syndicated television
programming, future sports programming rights, and guaranteed revenues of
approximately $101 million as of December 31, 1996.  These commitments are
not reflected as an asset or liability in the accompanying 1996
consolidated balance sheet because these programs are not currently
available for use.
     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.
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 its position
     In the normal course of business, the Company and its subsidiaries are
parties to various lawsuits.  Because of the considerable uncertainties
that exist, the Company cannot predict the outcome of pending or future
litigation.  However, management believes that the resolution of pending
legal proceedings will not have a material adverse effect on the Company's
financial position or liquidity, but could have a material adverse effect
on the results of operations for a specific period.


Note 18.  Subsequent Events

Radio Station Acquisition

On January 9, 1997, JPCC purchased the assets and operations of a radio
station in Denver for $15 million, bringing the number of Denver radio
stations owned to four.

Sale of Capital Securities

On January 21, 1997 and March 11, 1997, Jefferson-Pilot Capital Trust A and
Jefferson-Pilot Capital Trust B (Trusts) sold  $200 million of 8.14%
Capital Securities, Series A and $100 million of 8.285% Capital Securities,
Series B (Capital Securities), respectively, in offerings pursuant to SEC
Rule 144A.  The Company purchased all of the Common Securities of the
Trusts, which are Delaware Business Trusts that are treated as
subsidiaries.  Proceeds were used by the Trusts to purchase from the
Company its unsecured Junior Subordinated Deferrable Interest Debentures
8.14% Series A and 8.285% Series B (Debentures) which mature, respectively,
on January 15, 2046 and March 1, 2046.  The Capital Securities are subject
to mandatory redemption upon repayment of the Debentures.  The Debentures
are callable after 10 years with a declining premium, or earlier with a
make whole payment upon the occurrence of an adverse tax event or
investment company event.  The Company also has the right to distribute the
Debentures to holders of Capital Securities in liquidation of the Trusts.
Semi-annual distributions on the Capital Securities will be recorded as
preferred stock dividends.

Agreement to Acquire Chubb Life Insurance Company of America

On February 23, 1997, the Company entered into an agreement with The Chubb
Corporation (Chubb) to acquire all outstanding shares of Chubb Life
Insurance Company of America (Chubb Life) for $875 million.  Chubb Life's
operations, principally universal life, variable universal life and term
insurance, are conducted nationwide through Chubb Life and its life
insurance subsidiaries, Chubb Colonial Life Insurance Company and Chubb
Sovereign Life Insurance Company.  Closing is expected to occur as soon as
regulatory approvals are obtained, in the second quarter of 1997.
     A dividend of up to $100 million may be paid by Chubb Life to Chubb
prior to closing.  A portion or all of the funds would be provided through
dividends from Chubb Life's insurance subsidiaries.  Any such dividend from
Chubb Life, if all necessary approvals are obtained from state insurance
regulators for such dividends, would reduce the purchase price by the
amount of such dividend.
     The Company expects to finance the purchase primarily through
internally available resources including liquidation of invested assets,
which may include a securities issuance similar to the Company's
outstanding ACES, and available proceeds from the two recent issues of
Capital Securities.  The balance will be funded from borrowings.  In excess
of $200 million of the after tax proceeds is expected to come from the sale
of securities which are currently held by JP Life, which is applying for
approval from the North Carolina Department of Insurance to pay an
extraordinary dividend to the Company.


                                 62




<PAGE>

Exhibit 21

                                                  As of 12/31/96
Jefferson-Pilot Corporation (North Carolina corp.)

     Alexander Hamilton Life Insurance Company of America (Michigan corp.)
        AH (Michigan) Life Insurance Company (Michigan corp.)
        Alexander Hamilton Capital Management, Inc. ( Michigan corp.)
        Alexander Hamilton Variable Insurance Trust (Massachusetts business
        trust)
        First Alexander Hamilton Life Insurance Company (New York corp.)

     ETRE Capital Corp. (Delaware corp.)
     GARCO Capital Corp. (Delaware corp.)
     HARCO Capital Corp. (Delaware corp.)  (See note 2)
     Omega Jefferson Pilot Seguros de Vida S.A. (Argentina corp.)

     JP Investment Management Company (North Carolina corp.)
     Jefferson-Pilot Communications Company (North Carolina corp.)
     Jefferson-Pilot Communications Company of California (North Carolina corp.
     San Diego Broadcasting Corporation (California corp.)
       Jefferson-Pilot Communications Company of Virginia (Virginia corp.)
       WCSC, Inc. (South Carolina corp.)
       Tall Tower, Inc. (South Carolina corp.)

     Jefferson-Pilot Health Care Delivery Systems, Inc. (North Carolina corp
     Community Choice of North Carolina, Inc. (North Carolina
     Medselect, Inc. (North Carolina corp.)
     Jefferson-Pilot Investments, Inc. (North Carolina corp.)
     Jefferson-Pilot Investor Services, Inc. (North Carolina corp.)
     Jefferson-Pilot Investor Services of Nevada, Inc. (Nevada corp.)
     Jefferson-Pilot Life Insurance Company (North Carolina corp.)
       Jefferson Standard Life Insurance Company (North Carolina corp.)
       Jefferson-Pilot Property Insurance Company (North Carolina co

Notes:    (1) Each indentation reflects another tier of ownership.  All
          entities more than 50% owned are listed.
     (2) The immediate parent owns 100% of the voting securities of each
         entity except that HARCO owns 70% of Omega.





                                   F-17
<PAGE>

EXHIBIT 23 - Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Jefferson-Pilot Corporation of our report dated March 14, 1997, included
in the 1996 Annual Report to Shareholders of Jefferson-Pilot Corporation.

Our audit also included the financial statement schedules of Jefferson-Pilot
Corporation listed in Item 14(a).  These schedules are the responsibility of
the Company's management.  Our responsibility is to express an opinion based
on our audit.  In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.

We also consent to the incorporation by reference of our report dated
March 14, 1997 with respect to the consolidated financial statements
incorporated herein by reference, and our report included in the preceding
paragraph with respect to the financial statement schedules included in this
Annual Report (Form 10-K) of Jefferson-Pilot Corporation in the following
Registration Statements:

     Form S-8, No.s 2-36778, 2-56410, and 33-30530, pertaining to the Long
       Term Stock Incentive Plan and predecessor stock plans, and outstanding
       effective registration statements on Form S-16 included in such
       S-8 filings;
     Form S-8, No. 33-56369, pertaining to the JP Teamshare Plan;
     Form S-8, No. 33-64137, pertaining to the 1995 Non-Employee Directors'
       Stock Option Plan;
     Form S-3, No. 33-63521, pertaining to the debt securities and warrants to
       purchase securities.

                                                      Ernst & Young LLP

Greensboro, North Carolina
March 27, 1997


                                F-18
<PAGE>

EXHIBIT 23

                          ACCOUNTANT'S CONSENT

As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K of Jefferson-Pilot Corporation for the
year ended December 31, 1995, into the Company's previously filed Registration
Statement File Nos. 2-36778, 2-56410, 33-30530, 33-56369, 33-641



                                   Arthur Andersen LLP

Detroit, Michigan
March 27, 1997







                                     F-19
<PAGE>

EXHIBIT 23

                              ACCOUNTANT'S CONSENT

As independent public accountants, we hereby consent to the incorporation of
our report incorporated by reference in this Form 10-K of Jefferson-Pilot
Corporation for the year ended December 31, 1995, into the Company's previously
filed Registration Statement File Nos. 2-36778, 2-56410, 33-30530, 33-56369,
33-64137, and 33-63521.


                                                  McGLADREY & PULLEN LLP

Greensboro, North Carolina
March 27, 1997



                                   F-20

<PAGE>

EXHIBIT 24 - Form of Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and / or
director of Jefferson-Pilot Corporation, a North Carolina holding company,
does hereby constitute and appoint Robert A. Reed, John D. Hopkins and
J. Gregory Poole, and each of them, with full power of substitution to appoint
any other Senior Officer, Vice President, Secretary or Assistant Secretary of
the Corporation, as his true and lawful attorney and agent, to do any and all
acts and things and to execute any and all instruments which said attorney and
agent may deem necessary or advisable to enable the said Corporation to comply
with the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities Exchange Commission in respect thereof,
in connection with the filing of the Annual Report for the year 1996 on Form
10-K, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and / or director of the said Corporation
to the Form 10-K or to any amendment thereto filed with the Securities and
Exchange Commission and to any instrument or document filed as part of, as an
exhibit to or in connection with, said Form 10-K or amendment; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorney and agent (or the subsititute) shall do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned have subscribed these presents this ____ day
of March, 1997.


                                 ------------------------
                                 Name:

                                 F-21